UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM
10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||
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(Exact Name of Registrant as Specified in its Charter)
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Registrant’s telephone number: (
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354-3555
Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
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No
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Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
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No
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
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No
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Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
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No
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Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Indicate by check mark whether the Registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
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No
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State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of June 30, 2020, the last business day of the Registrant's most recently completed second fiscal quarter: $
4,560,365,000
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The number of shares of common stock, $0.0001 par value, outstanding as of February 16, 2021 was
39,659,603
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DOCUMENTS INCORPORATED BY REFERENCE
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K includes “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act of 1934, as amended (the “Exchange Act”)) that reflect EastGroup Properties, Inc.'s (the “Company” or “EastGroup”) expectations and projections about the Company’s future results, performance, prospects, plans and opportunities. The Company has attempted to identify these forward-looking statements by the use of words such as “may,” “will,” “seek,” “expects,” “anticipates,” “believes,” “targets,” “intends,” “should,” “estimates,” “could,” “continue,” “assume,” “projects,” “goals,” “plans” or variations of such words and similar expressions. These forward-looking statements are based on information currently available to the Company and are subject to a number of known and unknown assumptions, risks, uncertainties and other factors that may cause the Company’s actual results, performance, plans or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those discussed below. The Company intends for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. The Company does not undertake publicly to update or revise any forward-looking statements, whether as a result of changes in underlying assumptions or new information, future events or otherwise, except as may be required to satisfy the Company’s obligations under federal securities laws.
The following are some, but not all, of the risks, uncertainties and other factors that could cause the Company’s actual results to differ materially from those presented in the Company’s forward-looking statements (the Company refers to itself as “we,” “us” or “our” in the following):
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international, national, regional and local economic conditions;
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the duration and extent of the impact of the coronavirus (“COVID-19”) pandemic and any related orders or other formal recommendations for social distancing on our business operations or the business operations of our tenants (including their ability to timely make rent payments) and the economy generally;
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the general level of interest rates and ability to raise equity capital on attractive terms;
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financing risks, including the risks that our cash flows from operations may be insufficient to meet required payments of principal and interest, and we may be unable to refinance our existing debt upon maturity or obtain new financing on attractive terms or at all;
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the competitive environment in which the Company operates;
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fluctuations of occupancy or rental rates;
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potential defaults (including bankruptcies or insolvency) on or non-renewal of leases by tenants, or our ability to lease space at current or anticipated rents, particularly in light of the significant uncertainty as to the conditions under which current or potential tenants will be able to operate physical locations in the future;
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potential changes in the law or governmental regulations and interpretations of those laws and regulations, including changes in real estate laws or real estate investment trust (“REIT”) or corporate income tax laws, and potential increases in real property tax rates;
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our ability to maintain our qualification as a REIT;
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acquisition and development risks, including failure of such acquisitions and development projects to perform in accordance with projections;
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natural disasters such as fires, floods, tornadoes, hurricanes and earthquakes;
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pandemics, epidemics or other public health emergencies, such as the outbreak of COVID-19;
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the terms of governmental regulations that affect us and interpretations of those regulations, including the costs of compliance with those regulations, changes in real estate and zoning laws and increases in real property tax rates;
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credit risk in the event of non-performance by the counterparties to our interest rate swaps;
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lack of or insufficient amounts of insurance;
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litigation, including costs associated with prosecuting or defending claims and any adverse outcomes;
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our ability to attract and retain key personnel;
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the consequences of future terrorist attacks or civil unrest; and
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environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by us.
All forward-looking statements should be read in light of the risks identified in Part I, Item 1A. Risk Factors within this Annual Report on Form 10-K for the year ended December 31, 2020.
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PART I
ITEM 1. BUSINESS.
The Company
EastGroup Properties, Inc., which we refer to in this Annual Report as the “Company” or “EastGroup,” is an internally-managed equity real estate investment trust (“REIT”) first organized in 1969. EastGroup is focused on the development, acquisition and operation of industrial properties in major Sunbelt markets throughout the United States, primarily in the states of Florida, Texas, Arizona, California and North Carolina. EastGroup’s strategy for growth is based on ownership of premier distribution facilities generally clustered near major transportation features in supply-constrained submarkets. EastGroup is a Maryland corporation, and its common stock is publicly traded on the New York Stock Exchange (“NYSE”) under the symbol “EGP.” The Company has elected to be taxed and intends to continue to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).
Available Information
The Company maintains a website at www.eastgroup.net. The Company posts its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after it electronically files or furnishes such materials to the Securities and Exchange Commission (the “SEC”). In addition, the Company's website includes items related to corporate governance matters, including, among other things, the Company's corporate governance guidelines, charters of various committees of the Board of Directors, and the Company's code of business conduct and ethics applicable to all employees, officers and directors. The Company intends to disclose on its website any amendment to, or waiver of, any provision of this code of business conduct and ethics applicable to the Company's directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the New York Stock Exchange. Copies of these reports and corporate governance documents may be obtained, free of charge, from the Company's website. We are providing our website address solely for the information of investors, and the information on our website is not a part of or incorporated by reference into this annual report on Form 10-K or our other filings with the SEC.
You may also access any materials we file with the SEC through the EDGAR database on the SEC's website at www.sec.gov.
Administration
EastGroup maintains its principal executive office and headquarters in Ridgeland, Mississippi. The Company also has regional offices in Atlanta, Dallas and Los Angeles and asset management offices in Orlando, Miami, Houston and Phoenix. EastGroup has property management offices in Jacksonville, Tampa, Charlotte and San Antonio. Offices at these locations allow the Company to provide property management services to all of its Florida, Texas (except Austin and El Paso), Arizona, North Carolina, South Carolina and Georgia properties, which together account for 78% of the Company’s total portfolio on a square foot basis. In addition, the Company currently provides property administration (accounting of operations) for its entire portfolio. The regional offices in Georgia, Texas and California provide oversight of the Company's development and value-add program. As of February 16, 2021, EastGroup had 79 full-time employees and 1 part-time employee.
Business Overview
EastGroup's goal is to maximize shareholder value by being a leading provider in its markets of functional, flexible and quality business distribution space for location-sensitive customers (primarily in the 15,000 to 70,000 square foot range). The Company develops, acquires and operates distribution facilities, the majority of which are clustered around major transportation features in supply-constrained submarkets in major Sunbelt regions. The Company's core markets are in the states of Florida, Texas, Arizona, California and North Carolina.
As of December 31, 2020, EastGroup owned 406 industrial properties and one office building in 11 states. As of that same date, the Company's portfolio, including development projects and value-add properties in lease-up and under construction, included approximately 46.6 million square feet consisting of 369 business distribution buildings containing 41.9 million square feet, 13 bulk distribution buildings containing 3.5 million square feet, and 24 business service buildings containing 1.2 million square feet. As of December 31, 2020, EastGroup's operating portfolio was 98% leased to approximately 1,550 tenants, with no single tenant accounting for more than approximately 1% of the Company's income from real estate operations. As of February 16, 2021, the properties which were in the development and value-add program at year-end were approximately 35% leased.
During 2020, EastGroup increased its holdings in real estate properties through its acquisition and development programs. The Company purchased 509,000 square feet of operating and value-add properties and 232.6 acres of land for a total of $122.2 million. Also during 2020, the Company began construction of 5 development projects containing 851,000 square feet and
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transferred 18 projects, which contain 2.4 million square feet and had costs of $249.4 million at the date of transfer, from its development and value-add program to real estate properties.
During 2020, EastGroup completed dispositions including 126,000 square feet of operating properties, which generated gross proceeds of $21 million.
The Company typically initially funds its development and acquisition programs through its $395 million unsecured bank credit facilities (as discussed under the heading
Liquidity and Capital Resources
in Part II, Item 7 of this Annual Report on Form 10-K). As market conditions permit, EastGroup issues equity or employs fixed rate debt, including variable rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, to replace short-term bank borrowings. In June 2019, Moody's Investors Service affirmed the Company's issuer rating of Baa2 with a stable outlook. A security rating is not a recommendation to buy, sell, or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. For future debt issuances, the Company intends to issue primarily unsecured fixed rate debt, including variable rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps. The Company may also access the public debt market in the future as a means to raise capital.
EastGroup holds its properties as long-term investments but may determine to sell certain properties that no longer meet its investment criteria. The Company may provide financing to a prospective purchaser in connection with such sales of property if market conditions require. In addition, the Company may provide financing to a partner or co-owner in connection with an acquisition of real estate in certain situations.
Subject to the requirements necessary to maintain EastGroup’s qualifications as a REIT, the Company may acquire securities of entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over those entities.
EastGroup has no present intention of acting as an underwriter of offerings of securities of other issuers. The strategies and policies set forth above were determined and are subject to review by EastGroup's Board of Directors, which may change such strategies or policies based upon its evaluation of the state of the real estate market, the performance of EastGroup's assets, capital and credit market conditions, and other relevant factors.
Competition
The market for the leasing of industrial real estate is competitive. We experience competition for tenants from existing properties in proximity to our buildings as well as from new development. Institutional investors, other REITs and local real estate operators generally own such properties; however, no single competitor or small group of competitors is dominant in our current markets. Even so, as a result of competition, we may have to provide concessions, incur charges for tenant improvements or offer other inducements, all of which may have an adverse impact on our results of operations. The market for the acquisition of industrial real estate is also competitive. We compete for real property investments with other REITs and institutional investors such as pension funds and their advisors, private real estate investment funds, insurance company investment accounts, private investment companies, individuals and other entities engaged in real estate investment activities.
Regulations
Compliance with various governmental regulations has an impact on EastGroup's business, including EastGroup's capital expenditures, earnings and competitive position, which can be material. EastGroup incurs costs to monitor and take actions to comply with governmental regulations that are applicable to its business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property, and the Americans with Disabilities Act of 1990 (“ADA”).
The COVID-19 pandemic has impacted all states where EastGroup's customers operate their businesses or where EastGroup's properties are located. EastGroup's business and its customers' businesses have been impacted and may continue to be impacted by measures taken to control the COVID-19 outbreak (including “shelter-in-place” or “stay-at-home” orders, density limitations and social distancing orders, and other mandates issued by local, state or federal authorities).
Under various federal, state and local laws, ordinances and regulations, an owner of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property. Many such laws impose liability without regard to whether the owner knows of, or was responsible for, the presence of such hazardous or toxic substances. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to sell or rent such property or to use such property as collateral in its borrowings. EastGroup’s properties have generally been subject to Phase I Environmental Site Assessments (“ESAs”) by independent environmental consultants and, as necessary, have
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been subjected to Phase II ESAs. These reports have not revealed any potential significant environmental liability. Our management is not aware of any environmental liability that would have a material adverse effect on EastGroup’s business, assets, financial position or results of operations.
See “
Item 1A. Risk Factors
” in this Annual Report for a discussion of material risks to EastGroup, including related to governmental regulations and environmental matters.
Environmental, Social and Governance (“ESG”) Matters
EastGroup's commitment to ESG initiatives is evidenced by its building standards, corporate policies and procedures and positive company culture. At EastGroup, protecting the environment is important to the Company's employees, families, customers and communities. The Company strives to support sustainability through its commitment to build high performance and environmentally responsible properties. Through EastGroup’s continued efforts, numerous properties have been Leadership in Energy and Environmental Design (“LEED”) and ENERGY STAR certified, and all of the Company's development properties are built to LEED certifiable standards. The Company is continually investing in energy-efficient improvements throughout its portfolio, such as LED lighting, skylights, white reflective roofing, car charging stations and smart sensor irrigation systems. The Company strives for efficiency in operating properties with innovative solutions that lower operational costs and reduce the environmental footprint. The Company believes its continued commitment to pursue environmentally conscious performance and standards through sustainability best practices creates long-term value for the environment, the Company and its shareholders.
In addition, EastGroup and its employees are committed to social responsibility and are active participants in the communities where they live and work. EastGroup's employees volunteer for numerous charities, and the Company coordinates volunteer opportunities for its employees and provides paid time off for volunteering in order to encourage participation and increase social engagement in all of the communities in which we operate.
EastGroup operates on the premise that good corporate governance is fundamental to the Company's business and core values, and the Company believes its corporate governance policies and practices are well aligned with the interests of shareholders. The honesty and integrity of the Company's management and Board of Directors are critical assets in maintaining the trust of the Company's investors, employees, customers, vendors and the communities in which the Company operates.
Readers are encouraged to visit our website and review our 2020 Environmental, Social & Governance Report for more detail regarding our ESG programs and initiatives. Nothing on our website or in the referenced report shall be deemed incorporated by reference into this Annual Report on Form 10-K.
Human Capital Matters
We believe our employees are a critical component of the success and sustainability of our Company, and we are committed to providing a diverse and inclusive work environment that encourages collaboration and teamwork.
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Workforce Diversity:
As of February 16, 2021, we employed 80 team members located in 12 offices in Arizona, California, Florida, Georgia, Mississippi, North Carolina and Texas. Our team is comprised of asset, construction and property management personnel; accounting, administrative, human resources and information technology personnel; and our corporate leadership team. Our current employee base is 75% comprised of women. The officer group is comprised of 40% women and 60% men. 18% of our employees identify as racial or ethnic minorities. Our Board of Directors includes two women and seven men. With 80 employees and nine directors, each team member plays a vital role in the success of the company.
•
Employee Tenure:
We believe our culture supports our employees and creates a positive, professional environment that encourages longevity for our team members. The average tenure of our workforce is 10 years, and 12 years for our officers.
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Compensation, Benefits, Health and Safety:
EastGroup offers a comprehensive employee benefits program and what we believe are socially-responsible policies and practices in order to support the overall well-being of our employees and create a safe, professional and inclusive work environment. Some of the benefits we offer include a robust 401(k) matching program, generous personal leave policy, flexible work schedules, paid time off for volunteering, annual health and wellness checkups, employer-paid health insurance for all full-time employees, tobacco cessation program, athletic club and tuition reimbursement programs, and a competitive pay structure.
•
Training and Development:
We have a formal, certificate-based learning program for all employees; learning objectives include topics such as diversity and inclusion, unconscious bias and anti-harassment. Our employees
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are provided with training, education and peer mentoring programs to further develop their professional skill set, enhancing the level of customer service provided to our customers.
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Policies:
We have various policies and practices in place, including a Code of Ethics and Business Conduct, Whistleblower Program, Equal Opportunity and Commitment to Diversity, ADA & Reasonable Accommodation, Commitment to Safety, Community Service, Family Medical Leave, Standards of Conduct, Workplace Violence Prevention, Healthy, Wealthy, Wise Benefits Summary, and Cybersecurity.
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Company and Board Engagement:
We value our employees, and our focus on human capital management and other socially-responsible initiatives is at the forefront of discussions and decisions with both management and the Board of Directors.
ITEM 1A. RISK FACTORS.
In addition to the other information contained or incorporated by reference in this document, readers should carefully consider the following risk factors. Any of these risks or the occurrence of any one or more of the uncertainties described below could have a material adverse effect on the Company's financial condition and the performance of its business. Additional risks and uncertainties not presently known to the Company or that the Company currently deems immaterial also may impair its business operations. The Company refers to itself as “we”, “us” or “our” in the following risk factors.
Real Estate Industry Risks
We face risks associated with local real estate conditions in areas where we own properties.
We may be adversely affected by general economic conditions and local real estate conditions. For example, an oversupply of industrial properties in a local area or a decline in the attractiveness of our properties to tenants would have a negative effect on us. Other factors that may affect general economic conditions or local real estate conditions include:
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population and demographic trends;
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employment and personal income trends;
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income and other tax laws;
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changes in interest rates and availability and costs of financing;
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increased operating costs, including insurance premiums, utilities and real estate taxes, due to inflation and other factors which may not necessarily be offset by increased rents;
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changes in the price of oil;
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construction costs; and
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impacts of the COVID-19 pandemic on our business and tenants.
We may be unable to compete for properties and tenants
. The real estate business is highly competitive. We compete for interests in properties with other real estate investors and purchasers, some of whom have greater financial resources, revenues and geographical diversity than we have. Furthermore, we compete for tenants with other property owners. All of our industrial properties are subject to significant local competition. We also compete with a wide variety of institutions and other investors for capital funds necessary to support our investment activities and asset growth.
We are subject to significant regulation that constrains our activities.
Local zoning and land use laws, environmental statutes and other governmental requirements restrict our expansion, rehabilitation and reconstruction activities. These regulations may prevent us from taking advantage of economic opportunities. Legislation such as the Americans with Disabilities Act may require us to modify our properties, and noncompliance could result in the imposition of fines or an award of damages to private litigants. Future legislation may impose additional requirements. We cannot predict what requirements may be enacted or what changes may be implemented to existing legislation.
Risks Associated with Our Properties
We may be unable to lease space on favorable terms or at all.
When a lease expires, a tenant may elect not to renew it. We may not be able to re-lease the property on favorable terms, if we are able to re-lease the property at all. The terms of renewal or re-lease (including the cost of required renovations and/or concessions to tenants) may be less favorable to us than the prior lease. We also routinely develop properties with no pre-leasing. If we are unable to lease all or a substantial portion of our properties, or if the rental rates upon such leasing are significantly lower than expected rates, our cash generated before debt repayments and capital expenditures and our ability to make expected distributions to stockholders may be adversely affected.
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We have been and may continue to be affected negatively by tenant bankruptcies and leasing delays.
At any time, a tenant may experience a downturn in its business that may weaken its financial condition. Similarly, a general decline in the economy may result in a decline in the demand for space at our industrial properties. As a result, our tenants may delay lease commencement, fail to make rental payments when due, or declare bankruptcy. Any such event could result in the termination of that tenant’s lease and losses to us, and funds available for distribution to investors may decrease. We receive a substantial portion of our income as rents under mid-term and long-term leases. If tenants are unable to comply with the terms of their leases for any reason, including because of rising costs or falling sales, we may deem it advisable to modify lease terms to allow tenants to pay a lower rent or a smaller share of taxes, insurance and other operating costs. If a tenant becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the tenant promptly or from a trustee or debtor-in-possession in any bankruptcy proceeding relating to the tenant. We also cannot be sure that we would receive rent in the proceeding sufficient to cover our expenses with respect to the premises. If a tenant becomes bankrupt, the federal bankruptcy code will apply and, in some instances, may restrict the amount and recoverability of our claims against the tenant. A tenant’s default on its obligations to us could adversely affect our financial condition and the cash we have available for distribution.
We face risks associated with our property development.
We intend to continue to develop properties where we believe market conditions warrant such investment. Once made, our investments may not produce results in accordance with our expectations. Risks associated with our current and future development and construction activities include:
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the availability of favorable financing alternatives;
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the risk that we may not be able to obtain land on which to develop or that due to the increased cost of land, our activities may not be as profitable;
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construction costs exceeding original estimates due to rising interest rates and increases in the costs of materials and labor;
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construction and lease-up delays resulting in increased debt service, fixed expenses and construction costs;
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expenditure of funds and devotion of management's time to projects that we do not complete;
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fluctuations of occupancy and rental rates at newly completed properties, which depend on a number of factors, including market and economic conditions, resulting in lower than projected rental rates and a corresponding lower return on our investment; and
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complications (including building moratoriums and anti-growth legislation) in obtaining necessary zoning, occupancy and other governmental permits.
We face risks associated with property acquisitions
. We acquire individual properties and portfolios of properties and intend to continue to do so. Our acquisition activities and their success are subject to the following risks:
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when we are able to locate a desired property, competition from other real estate investors may significantly increase the purchase price;
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acquired properties may fail to perform as we project;
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the actual costs of repositioning or redeveloping acquired properties may be higher than our estimates;
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acquired properties may be located in new markets where we face risks associated with an incomplete knowledge or understanding of the local market, a limited number of established business relationships in the area and a relative unfamiliarity with local governmental and permitting procedures;
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we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations, and as a result, our results of operations and financial condition could be adversely affected; and
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we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, to the transferor with respect to unknown liabilities. As a result, if a claim were asserted against us based upon ownership of those properties, we might have to pay substantial sums to settle it, which could adversely affect our cash flow.
Coverage under our existing insurance policies may be inadequate to cover losses
. We generally maintain insurance policies related to our business, including casualty, general liability and other policies, covering our business operations, employees and assets as appropriate for the markets where our properties and business operations are located. However, we would be required to bear all losses that are not adequately covered by insurance. In addition, there may be certain losses that are not generally insured against or that are not generally fully insured against because it is not deemed economically feasible or prudent to do so, including losses due to floods, wind, earthquakes, acts of war, acts of terrorism or riots. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, then we could lose the capital we invested in the properties, as well as the anticipated future revenue from the properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.
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We face risks due to lack of geographic and real estate sector diversity.
Substantially all of our properties are located in the Sunbelt region of the United States with an emphasis in the states of Florida, Texas, Arizona, California and North Carolina. As of December 31, 2020, our largest markets were Houston, Dallas and Tampa. We owned operating properties totaling 5.8 million square feet in Houston, 4.6 million square feet in Dallas and 4.5 million square feet in Tampa, which represent 13.2%, 10.4% and 10.3%, respectively, of the Company's total
Real estate properties
on a square foot basis. A downturn in general economic conditions and local real estate conditions in these geographic regions, as a result of oversupply of or reduced demand for industrial properties, local business climate, business layoffs and changing demographics, would have a particularly strong adverse effect on us. In addition, our investments in real estate assets are concentrated in the industrial distribution sector. This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our business activities included other sectors of the real estate industry.
We face risks due to the illiquidity of real estate which may limit our ability to vary our portfolio.
Real estate investments are relatively illiquid. Our ability to vary our portfolio in response to changes in economic and other conditions will therefore be limited. In addition, because of our status as a REIT, the Internal Revenue Code limits our ability to sell our properties. If we must sell an investment, we cannot ensure that we will be able to dispose of the investment on terms favorable to the Company.
We are subject to environmental laws and regulations.
Current and previous real estate owners and operators may be required under various federal, state and local laws, ordinances and regulations to investigate and clean up hazardous substances released at the properties they own or operate. They may also be liable to the government or to third parties for substantial property or natural resource damage, investigation costs and cleanup costs. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such hazardous substances. In addition, some environmental laws create a lien on the contaminated site in favor of the government for damages and costs the government incurs in connection with the contamination. Contamination may adversely affect the owner’s ability to use, sell or lease real estate or to borrow using the real estate as collateral. We have no way of determining at this time the magnitude of any potential liability to which we may be subject arising out of environmental conditions or violations with respect to the properties we currently or formerly owned. Environmental laws today can impose liability on a previous owner or operator of a property that owned or operated the property at a time when hazardous or toxic substances were disposed of, released from, or present at the property. A conveyance of the property, therefore, may not relieve the owner or operator from liability. Although ESAs have been conducted at our properties to identify potential sources of contamination at the properties, such ESAs do not reveal all environmental liabilities or compliance concerns that could arise from the properties. Moreover, material environmental liabilities or compliance concerns may exist, of which we are currently unaware, that in the future may have a material adverse effect on our business, assets or results of operations.
Climate change and its effects, including compliance with new laws or regulations such as “green” building codes, may require us to make improvements to our existing properties or result in unanticipated losses that could affect our business and financial condition.
To the extent that climate change causes an increase in catastrophic weather events, such as severe storms, fires or floods, our properties may be susceptible to an increase in weather-related damage. Even in the absence of direct physical damage to our properties, the occurrence of any natural disasters or a changing climate in the area of any of our properties could have a material adverse effect on business, supply chains and the economy generally. Climate change could cause an increase in property and casualty insurance premiums. The potential impacts of future climate change on our properties could adversely affect our ability to lease, develop or sell our properties or to borrow using our properties as collateral. In addition, any proposed legislation enacted to address climate change could increase the costs of energy, utilities and overall development. The resulting costs of any proposed legislation may adversely affect our financial position, results of operations and cash flows.
Financing Risks
We face risks associated with the use of debt to fund acquisitions and developments, including refinancing risk.
We are subject to the risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest. In addition, certain of our debt will have significant outstanding principal balances on their maturity dates, commonly known as “balloon payments.” Therefore, we will likely need to refinance at least a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing will not be as favorable as the terms of the existing debt.
We face risks associated with our dependence on external sources of capital.
In order to qualify as a REIT, we are required each year to distribute to our stockholders at least 90% of our ordinary taxable income, and we are subject to tax on our income to the extent it is not distributed. Because of this distribution requirement, we may not be able to fund all future capital needs from cash retained from operations. As a result, to fund capital needs, we rely on third-party sources of capital, which we may not be able to obtain on favorable terms, if at all. Our access to third-party sources of capital depends upon a number of factors, including (i) general market conditions; (ii) the market’s perception of our growth potential; (iii) our current and potential future
10
earnings and cash distributions; and (iv) the market price of our capital stock. Additional debt financing may substantially increase our debt-to-total market capitalization ratio. Additional equity financing may dilute the holdings of our current stockholders.
Covenants in our credit agreements could limit our flexibility and adversely affect our financial condition
. The terms of our various credit agreements and other indebtedness require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage. These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we had satisfied our payment obligations. If we are unable to refinance our indebtedness at maturity or meet our payment obligations, the amount of our distributable cash flow and our financial condition would be adversely affected.
Adverse changes in our credit ratings could impair our ability to obtain additional debt and equity financing on favorable terms, if at all.
Our credit ratings are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analysis of us. Our credit ratings can affect the amount and type of capital we can access, as well as the terms of any financings we may obtain. There can be no assurance that we will be able to maintain our current credit ratings. In the event our current credit ratings deteriorate, it may be more difficult or expensive to obtain additional financing or refinance existing obligations and commitments. Also, a downgrade in our credit ratings would trigger additional costs or other potentially negative consequences under our current and future credit facilities and debt instruments.
Increases in interest rates would increase our interest expense.
At December 31, 2020, we had $125 million of variable rate debt outstanding not protected by interest rate hedge contracts. We may incur additional variable rate debt in the future. If interest rates increase, then so would the interest expense on our unhedged variable rate debt, which would adversely affect our financial condition and results of operations. From time to time, we manage our exposure to interest rate risk with interest rate hedge contracts that effectively fix or cap a portion of our variable rate debt. In addition, we refinance fixed rate debt at times when we believe rates and terms are appropriate. Our efforts to manage these exposures may not be successful. Our use of interest rate hedge contracts to manage risk associated with interest rate volatility may expose us to additional risks, including a risk that a counterparty to a hedge contract may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. Termination of interest rate hedge contracts typically involves costs, such as transaction fees or breakage costs.
The lack of certain limitations on our debt could result in our becoming more highly leveraged
. Our governing documents do not limit the amount of indebtedness we may incur. Accordingly, we may incur additional debt and would do so, for example, if it were necessary to maintain our status as a REIT. We might become more highly leveraged as a result, and our financial condition and cash available for distribution to stockholders might be negatively affected and the risk of default on our indebtedness could increase.
Other Risks
The market value of our common stock could decrease based on our performance and market perception and conditions.
The market value of our common stock may be affected by the market’s perception of our operating results, growth potential, and current and future cash dividends and may also be affected by the real estate market value of our underlying assets. The market price of our common stock may also be influenced by the dividend on our common stock relative to market interest rates. Rising interest rates may lead potential buyers of our common stock to expect a higher dividend rate, which would adversely affect the market price of our common stock. In addition, rising interest rates would result in increased expense, thereby adversely affecting cash flow and our ability to service our indebtedness and pay dividends.
The state of the economy or other adverse changes in general or local economic conditions may adversely affect our operating results and financial condition.
Turmoil in the global financial markets may have an adverse impact on the availability of credit to businesses generally and could lead to a further weakening of the U.S. and global economies. Currently these conditions have not impaired our ability to access credit markets and finance our operations. However, our ability to access the capital markets may be restricted at a time when we would like, or need, to raise financing, which could have an impact on our flexibility to react to changing economic and business conditions. Furthermore, deteriorating economic conditions including business layoffs, downsizing, industry slowdowns and other similar factors that affect our customers could continue to negatively impact commercial real estate fundamentals and result in lower occupancy, lower rental rates and declining values in our real estate portfolio and in the collateral securing any loan investments we may make. Additionally, an adverse economic situation could have an impact on our lenders or customers, causing them to fail to meet their obligations to us. No assurances
11
can be given that the effects of an adverse economic situation will not have a material adverse effect on our business, financial condition and results of operations.
We may fail to qualify as a REIT.
If we fail to qualify as a REIT, we will not be allowed to deduct dividends to stockholders in computing our taxable income and will be subject to federal income tax at regular corporate rates. In addition, we may be barred from qualification as a REIT for the four years following disqualification. The additional tax incurred at regular corporate rates would significantly reduce the cash flow available for distribution to stockholders and for debt service. Furthermore, we would no longer be required by the Internal Revenue Code to make any dividends to our stockholders as a condition of REIT qualification. If we were to fail to qualify as a REIT, subject to certain limitations in the Internal Revenue Code, corporate stockholders may be eligible for the dividends received deduction, and individual, trust and estate stockholders may be eligible to treat the dividends received from us as qualified dividend income taxable as net capital gains under the provisions of Section 1(h)(11) of the Internal Revenue Code. However, non-corporate stockholders (including individuals) will not be able to deduct 20% of certain dividends they receive from us. The REIT qualification requirements are extremely complex, and interpretation of the U.S. federal income tax laws governing REIT qualification is limited. Although we believe we have operated and intend to operate in a manner that will continue to qualify us as a REIT, we cannot be certain that we have been or will be successful in continuing to be taxed as a REIT. In addition, facts and circumstances that may be beyond our control may affect our ability to qualify as a REIT. We cannot assure you that new legislation, regulations, administrative interpretations or court decisions will not change the tax laws significantly with respect to our qualification as a REIT or with respect to the federal income tax consequences of qualification.
Legislative or regulatory action with respect to tax laws and regulations could adversely affect the Company and our stockholders.
We are subject to state and local tax laws and regulations. Changes in state and local tax laws or regulations may result in an increase in our tax liability. A shortfall in tax revenues for states and municipalities in which we operate may lead to an increase in the frequency and size of such changes. If such changes occur, we may be required to pay additional taxes on our assets or income. These increased tax costs could adversely affect our financial condition, results of operations and the amount of cash available for the payment of dividends.
In addition, in recent years, numerous legislative, judicial and administrative changes have been made to the federal income tax laws applicable to investments in REITs and similar entities. Additional changes to tax laws are likely to continue to occur in the future, and we cannot assure our stockholders that any such changes will not adversely affect the taxation of a stockholder. We cannot assure you that future changes to tax laws and regulations will not have an adverse effect on an investment in our stock.
To maintain our status as a REIT, we limit the amount of shares any one stockholder can own
. The Internal Revenue Code imposes certain limitations on the ownership of the stock of a REIT. For example, not more than 50% in value of our outstanding shares of capital stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code) during the last half of any taxable year. To protect our REIT status, our charter prohibits any holder from acquiring more than 9.8% (in value or in number, whichever is more restrictive) of our outstanding equity stock (defined as all of our classes of capital stock, except our excess stock (of which there is none outstanding)) unless our Board of Directors grants a waiver. The ownership limit may limit the opportunity for stockholders to receive a premium for their shares of common stock that might otherwise exist if an investor were attempting to assemble a block of shares in excess of 9.8% of the outstanding shares of equity stock or otherwise effect a change in control.
Certain tax and anti-takeover provisions of our charter and bylaws may inhibit a change of our control
. Certain provisions contained in our charter and bylaws and the Maryland General Corporation Law may discourage a third party from making a tender offer or acquisition proposal to us. If this were to happen, it could delay, deter or prevent a change in control or the removal of existing management. These provisions also may delay or prevent our stockholders from receiving a premium for their common shares over then-prevailing market prices. These provisions include:
•
the REIT ownership limit described above;
•
special meetings of our stockholders may be called only by the chairman of the board, the chief executive officer, the president, a majority of the board or by stockholders possessing a majority of all the votes entitled to be cast at the meeting;
•
our Board of Directors may authorize and issue securities without stockholder approval; and
•
advance-notice requirements for proposals to be presented at stockholder meetings.
In addition, Maryland law provides protection for Maryland corporations against unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations and certain “business combinations” and “control share acquisitions.” Our bylaws contain provisions exempting us from the Maryland Control Share Acquisition Act and the
12
Maryland Business Combination Act. Our bylaws prohibit the repeal, amendment or alteration of our Maryland Control Share Acquisition opt out without the approval by the Company’s stockholders; however, there can be no assurance that this provision will not be amended or eliminated at some time in the future.
The Company faces risks in attracting and retaining key personnel.
Many of our senior executives have strong industry reputations, which aid us in identifying acquisition and development opportunities and negotiating with tenants and sellers of properties. The loss of the services of these key personnel could affect our operations because of diminished relationships with existing and prospective tenants, property sellers and industry personnel. In addition, attracting new or replacement personnel may be difficult in a competitive market.
We have severance and change in control agreements with certain of our officers that may deter changes in control of the Company.
If, within a certain time period (as set in the officer’s agreement) following a change in control, we terminate the officer's employment other than for cause, or if the officer elects to terminate his or her employment with us for reasons specified in the agreement, we will make a severance payment equal to the officer's average annual compensation times an amount specified in the officer's agreement, together with the officer's base salary and vacation pay that have accrued but are unpaid through the date of termination. These agreements may deter a change in control because of the increased cost for a third party to acquire control of us.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
We rely on information technology networks and systems, including the internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, and maintaining personal identifying information and customer and lease data. We purchase some of our information technology from vendors, on whom our systems depend. We rely on commercially available systems, software, tools and monitoring to provide security for the processing, transmission and storage of confidential customer data, including individually identifiable information relating to financial accounts. Although we have taken steps to protect the security of our information systems and the data maintained in those systems, it is possible that our safety and security measures will not prevent the systems' improper functioning or damage, or the improper access or disclosure of personally identifiable information such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. In some cases, it may be difficult to anticipate or immediately detect such incidents and the damage they cause. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penalties and could have a materially adverse effect on our business, financial condition and results of operations.
We may be impacted by changes in U.S. social, political, regulatory and economic conditions or laws and policies.
Any changes to U.S. tax laws, foreign trade, manufacturing, and development and investment in the territories and countries where our customers operate could adversely affect our operating results and our business.
Pandemics, such as COVID-19, and mitigation efforts to control the spread of such disease have impacted and are expected to continue to impact our business. Our financial condition, results of operations and cash flows could be adversely affected by factors relating to such pandemics.
In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic. The United States, where EastGroup’s properties are located, has experienced and is continuing to experience widespread infection, and there is uncertainty regarding how long the pandemic will impact the United States and the rest of the world. Unprecedented, extraordinary actions have been taken by federal, state and local governmental authorities to combat the spread of COVID-19, including issuance of “stay-at-home” directives and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. These measures, while intended to protect human life, have led to, and may continue to lead to, reduced economic activity in certain sectors and an increase in unemployment throughout the United States, including in some markets where our properties are located. As a result, there has been, and may continue to be, a period of economic slowdown, the severity and duration of which remains uncertain. Such economic slowdown, among other disruptions caused by the COVID-19 pandemic may adversely impact our financial condition and results of operations and the financial condition and results of operations of our tenants.
Our ability to lease our properties and collect rental revenues and expense reimbursements is dependent upon national, regional and local economic conditions. The potential inability to renew leases, lease vacant space or re-lease space as leases expire on favorable terms, or at all, could cause a decline in our receipt of rental payments. We have been in communication with a portion of our customer base regarding the COVID-19 pandemic and have previously received rent relief requests from a number of our customers. Although we may in the future receive additional rent relief requests, they have largely ended. We have granted rent relief requests from certain of our customers and denied other requests, and we may or may not grant such
13
future requests from our customers. Granting rent relief could adversely affect our financial condition, results of operations and cash flows.
Some of our customers are experiencing a deterioration in their financial position, results of operations and cash flows; as a result, some have been unable to pay their rent and expense reimbursements. To date, this has had an immaterial impact on our rent collections. However, if our customers continue to experience such deterioration, this could adversely affect our financial condition, results of operations and cash flows.
Federal, state and local government restrictions associated with the mitigation efforts to prevent the spread of COVID-19 could prevent our customers from accessing their leased space and operating their businesses; such restrictions could also impact our ability to operate our business, which may cause the business and operating results to decline or impact our ability to comply with regulatory obligations leading to reputational harm and regulatory issues or fines. Such restrictions could also inhibit our ability to lease vacant space in our operating portfolio and our development and value-add program. In addition, government restrictions could prevent construction of tenant improvements and development projects, which could delay construction completion and lease commencement dates. In each case, we may experience an adverse impact on our financial condition and results of operations.
The economic uncertainty surrounding the COVID-19 pandemic has caused and may continue to cause disruption and instability in the financial markets and may impact our ability to raise capital from debt and equity markets on favorable terms or at all.
The health and well-being of our customers, employees, directors and other stakeholders is of great importance to us. We are striving to accommodate flexible working arrangements to ensure the health and safety of our team, while continuing to perform our job duties and provide services to our customers and other stakeholders. There are risks associated with remote working arrangements, including, but not limited to, risks related to cyber-security. We are continuing to monitor and adhere to federal, state and local government guidelines regarding our work arrangements with the goal of preventing the spread of COVID-19 to our workforce, our customers and our communities. There are risks and uncertainties related to the health of our employees and directors; any potential deterioration of the health of key personnel could impact our business operations.
The ongoing COVID-19 pandemic and the current economic, financial and capital markets environment present material risks and uncertainties for us. However, the rapid development and fluidity of the situation precludes any prediction as to the ultimate impact COVID-19 will have on our business, financial condition, results of operations and cash flows, which will depend largely on future developments directly or indirectly relating to the duration and scope of the COVID-19 pandemic in the United States. To the extent the COVID-19 pandemic adversely affects our business, financial condition, results of operations and cash flows, it may also have the effect of heightening many of the other risks described in “Item 1A. Risk Factors” in this Annual Report on Form 10-K.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 2. PROPERTIES.
EastGroup owned 406 industrial properties and one office building at December 31, 2020. These properties are located primarily in the Sunbelt states of Florida, Texas, Arizona, California and North Carolina, and the majority are clustered around major transportation features in supply constrained submarkets. As of February 16, 2021, EastGroup’s portfolio was 97.9% leased and 96.7% occupied by approximately 1,550 tenants, with no single tenant accounting for more than approximately 1% of the Company's income from real estate operations. The Company has developed approximately 46% of its total portfolio (on a square foot basis), which includes real estate properties and development and value-add properties in lease-up and under construction. The Company’s focus is the ownership of business distribution space (89% of the total portfolio) with the remainder in bulk distribution space (8%) and business service space (3%). Business distribution space properties are typically multi-tenant buildings with a building depth of 200 feet or less, clear height of 24-30 feet, office finish of 10-25% and truck courts with a depth of 100-120 feet. See Consolidated Financial Statement Schedule III – Real Estate Properties and Accumulated Depreciation for a detailed listing of the Company’s properties.
At December 31, 2020, EastGroup did not own any single property with a book value that was 10% or more of total book value or with gross revenues that were 10% or more of total gross revenues.
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The Company's lease expirations for the next ten years are detailed below:
| Years Ending December 31, | Number of Leases Expiring |
Total Area of Leases Expiring
(in Square Feet) |
Annualized Current Base Rent of Leases Expiring
(1)
|
% of Total Base Rent of Leases Expiring | ||||||||||||||||||||||
|
2021
(2)
|
339 | 6,520,000 | $ | 43,528,000 | 15.9% | |||||||||||||||||||||
| 2022 | 288 | 7,368,000 | $ | 46,418,000 | 16.9% | |||||||||||||||||||||
| 2023 | 283 | 6,554,000 | $ | 41,282,000 | 15.0% | |||||||||||||||||||||
| 2024 | 239 | 7,106,000 | $ | 44,575,000 | 16.3% | |||||||||||||||||||||
| 2025 | 169 | 5,616,000 | $ | 37,232,000 | 13.6% | |||||||||||||||||||||
| 2026 | 107 | 3,805,000 | $ | 22,858,000 | 8.3% | |||||||||||||||||||||
| 2027 | 51 | 2,257,000 | $ | 16,071,000 | 5.9% | |||||||||||||||||||||
| 2028 | 33 | 1,525,000 | $ | 6,900,000 | 2.5% | |||||||||||||||||||||
| 2029 | 17 | 1,045,000 | $ | 6,893,000 | 2.5% | |||||||||||||||||||||
| 2030 and beyond | 22 | 1,196,000 | $ | 8,602,000 | 3.1% | |||||||||||||||||||||
(1)
Represents the monthly cash rental rates, excluding tenant expense reimbursements, as of December 31, 2020, multiplied by 12 months.
(2)
Includes month-to-month leases.
ITEM 3. LEGAL PROCEEDINGS.
The Company is not presently involved in any material litigation nor, to its knowledge, is any material litigation threatened against the Company or its properties, other than routine litigation arising in the ordinary course and other actions not deemed to be material. Of these matters, substantially all of which are to be covered by the Company’s liability insurance and which, in the aggregate, are not expected to have a material adverse effect on the Company's financial condition or results of operations. The Company cannot predict the outcome of any litigation with certainty, and some lawsuits, claims or proceedings may be disposed of unfavorably to the Company, which could materially affect its financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II. OTHER INFORMATION
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The Company’s shares of common stock are listed for trading on the NYSE under the symbol “EGP.” As of February 16, 2021, there were 401 holders of record of the Company's 39,659,603 outstanding shares of common stock. The Company distributed all of its 2020 and 2019 taxable income to its stockholders. Accordingly, no significant provisions for income taxes were necessary. The following table summarizes the federal income tax treatment for all distributions by the Company for the years 2020 and 2019.
Federal Income Tax Treatment of Share Distributions
| Years Ended December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| Common Share Distributions: | (Per share) | ||||||||||
| Ordinary dividends | $ | 3.32868 | 3.14000 | ||||||||
| Nondividend distributions | — | — | |||||||||
| Unrecaptured Section 1250 capital gain | — | — | |||||||||
| Other capital gain | — | — | |||||||||
| Total Common Distributions | $ | 3.32868 | 3.14000 | ||||||||
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
| Period |
Total Number
of Shares Purchased |
Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| October 1, 2020 through October 31, 2020 | — | $ | — | — | — | |||||||||||||||||||||
|
November 1, 2020 through November 30, 2020
(1)
|
2,482 | 141.24 | — | — | ||||||||||||||||||||||
| December 1, 2020 through December 31, 2020 | — | — | — | — | ||||||||||||||||||||||
| Total | 2,482 | $ | 141.24 | — | ||||||||||||||||||||||
(1)
As permitted under the Company's equity compensation plans, these shares were withheld by the Company to satisfy the tax withholding obligations for those employees who elected this option in connection with the vesting of shares of restricted stock.
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Performance Graph
The following graph compares, over the five years ended December 31, 2020, the cumulative total shareholder return on EastGroup’s common stock with the cumulative total return of the Standard & Poor’s 500 Total Return Index (S&P 500 Total Return) and the FTSE Equity REIT index prepared by the National Association of Real Estate Investment Trusts (FTSE Nareit Equity REITs).
The performance graph and related information shall not be deemed “soliciting material” or be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing, except to the extent that the Company specifically incorporates it by reference into such filing.
| Fiscal years ended December 31, | |||||||||||||||||||||||||||||||||||
| 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | ||||||||||||||||||||||||||||||
| EastGroup | $ | 100.00 | 137.54 | 169.66 | 181.42 | 268.86 | 286.87 | ||||||||||||||||||||||||||||
| FTSE Nareit Equity REITs | 100.00 | 108.52 | 114.20 | 108.92 | 137.24 | 126.26 | |||||||||||||||||||||||||||||
| S&P 500 Total Return | 100.00 | 111.96 | 136.40 | 130.43 | 171.50 | 203.06 | |||||||||||||||||||||||||||||
The information above assumes that the value of the investment in shares of EastGroup’s common stock and each index was $100 on December 31, 2015, and that all dividends were reinvested.
17
ITEM 6. RESERVED.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following discussion and analysis of results of operations and financial condition should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.
OVERVIEW
EastGroup’s goal is to maximize shareholder value by being a leading provider in its markets of functional, flexible and quality business distribution space for location-sensitive customers (primarily in the 15,000 to 70,000 square foot range). The Company develops, acquires and operates distribution facilities, the majority of which are clustered around major transportation features in supply-constrained submarkets in major Sunbelt regions. The Company’s core markets are in the states of Florida, Texas, Arizona, California and North Carolina.
Impact of the COVID-19 Pandemic
On March 11, 2020, the World Health Organization characterized the COVID-19 outbreak as a pandemic. Global, national and local economies continue to be impacted by the pandemic and the mitigation efforts to combat the spread of COVID-19.
During the course of the COVID-19 pandemic, the United States has experienced, and may continue to experience, significant health, social and economic impacts from COVID-19. EastGroup’s operations, occupancy and rent collections have remained substantially stable during this period. As of February 16, 2021, the Company has received rent relief requests, primarily in the form of payment deferral requests, from approximately 28% of its customers based on rental revenue. These requests have largely ended; for comparison, this is only a slight increase from 26% at the end of April 2020 during the beginning of the pandemic. To date, approximately 18% of these requests have been granted some form of relief, which represents approximately 5% of the Company’s customers on a square foot basis. The Company has executed rent deferral agreements totaling $1.7 million, which represents approximately 0.4% of the Company’s 2020 revenue. The deferrals all relate to 2020 rental income with no future period deferred rents. The terms differ for each deferral agreement, and all deferred rent payments that were due through December 31, 2020 have been collected with the exception of $27,000. As of February 16, 2021, 59% of total deferred rent has been collected. Under modified COVID-19-related guidance provided by the Financial Accounting Standards Board (“FASB”), rental income for the majority of these deferral agreements ($1.4 million of the $1.7 million) qualifies to be recognized as rental income in the periods in which it was charged under the original terms of the leases. When requests were made, they were handled on a case-by-case basis, and the Company’s responses were dependent on its understanding of the financial strength of the customer, the operational and earnings impacts being experienced by the customer, and the customer’s ability or inability to obtain capital through debt or equity issuances, government assistance programs or by other means. As of February 16, 2021, rent payment deferrals representing approximately 0.4% of the Company's 2020 revenue have not been significant; the Company is continuing to actively monitor the evolving COVID-19 situation and its impact on the Company’s cash flows and operations.
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As of February 16, 2021, the Company’s rent collection and rent payment deferral status was as follows:
| Period |
% of Rent Collected
(1)
|
% of Uncollected Rent Deferred to Future Period | % of Uncollected Rent With No Deferral Agreement | |||||||||||||||||
| Quarterly | ||||||||||||||||||||
| Q1 2020 | 99.8% | 0.0% | 0.2% | |||||||||||||||||
| Q2 2020 | 99.6% | 0.3% | 0.1% | |||||||||||||||||
| Q3 2020 | 99.5% | 0.2% | 0.3% | |||||||||||||||||
| Q4 2020 | 99.5% | 0.1% | 0.4% | |||||||||||||||||
| Monthly | ||||||||||||||||||||
| October 2020 | 99.3% | 0.2% | 0.5% | |||||||||||||||||
| November 2020 | 99.4% | 0.1% | 0.5% | |||||||||||||||||
| December 2020 | 99.7% | 0.1% | 0.2% | |||||||||||||||||
| January 2021 | 99.5% | 0.0% | 0.5% | |||||||||||||||||
|
February 2021
(2)
|
95.1% | 0.0% | 4.9% | |||||||||||||||||
(1) Customer payments are received daily. The collection information presented is current through February 16, 2021, and the Company anticipates continuing to receive payments which will increase the % of Rent Collected.
(2) Represents the period of February 1, 2021 through February 16, 2021 and assumes collections from government-related tenants. For comparison, as of February 16, 2021, February rental receipts are slightly higher than the January rental receipts were as of January 16, 2021.
We believe EastGroup’s financial condition and balance sheet remain strong. As of December 31, 2020, the outstanding balance on the Company’s $395 million unsecured revolving credit facilities was $125 million, providing $270 million of available capacity. During 2020, EastGroup has only drawn amounts on its unsecured revolving credit facilities for general corporate purposes in the ordinary course of business. The Company is in compliance with its debt covenants at December 31, 2020 and anticipates remaining in compliance for the foreseeable future. The Company’s recent debt and equity activity is further described under Liquidity and Capital Resources.
The Company has been continuing construction on already-active development and value-add projects. During the second and third quarters of 2020, EastGroup did not begin construction on any new development projects. During the fourth quarter of 2020, the Company started construction on three new development projects. Management will continue to monitor the economic conditions of the Company’s markets to determine whether to begin construction on additional future development projects.
The future impacts of COVID-19 on the Company are largely dependent on the severity and duration of the economic uncertainty and its effect on EastGroup’s customers and cannot be predicted with certainty at this time
.
General
The Company believes its current operating cash flow and unsecured bank credit facilities provide the capacity to fund the operations of the Company, and the Company also believes it can issue common and/or preferred equity and obtain debt financing. During 2020, EastGroup issued 709,924 shares of common stock through its continuous common equity offering program, providing net proceeds to the Company of $92.7 million. Also during 2020, the Company closed on a private placement of $175 million of senior unsecured notes with a weighted average fixed interest rate of 2.65% and a $100 million senior unsecured term loan with an effective fixed interest rate of 2.39%. EastGroup's financing and equity issuances are further described in
Liquidity and Capital Resources
.
The Company’s primary revenue is rental income. During 2020, EastGroup executed leases on 8,118,000 square feet (18.5% of EastGroup’s total square footage of 43,854,000 as of December 31, 2020). For new and renewal leases signed during 2020, average rental rates increased by 21.7% as compared to the former leases on the same spaces.
Property Net Operating Income (“PNOI”) Excluding Income from Lease Terminations from same properties (defined as operating properties owned during the entire current and prior year reporting periods – January 1, 2019 through December 31, 2020), increased 2.1% for 2020 compared to 2019.
19
EastGroup’s portfolio was 98.0% leased at December 31, 2020 compared to 97.6% at December 31, 2019. As of February 16, 2021, the portfolio was 97.9% leased and 96.7% occupied. Leases scheduled to expire in 2021 were 14.9% of the portfolio on a square foot basis at December 31, 2020, and this percentage was reduced to 12.2% as of February 16, 2021.
The Company generates new sources of leasing revenue through its development and acquisition programs. The Company mitigates risks associated with development through a Board-approved maximum level of land held for development and by adjusting development start dates according to leasing activity.
During 2020, EastGroup acquired 509,000 square feet of operating and value-add properties in Atlanta, Dallas, Austin and Los Angeles and 232.6 acres of land in Orlando, Fort Myers, Atlanta, Dallas and El Paso for a total of $122.2 million. The Company began construction of 5 development projects containing 851,000 square feet in Miami, Fort Myers, Charlotte, Dallas and Phoenix. Also in 2020, the Company transferred 18 development and value-add properties (2,360,000 square feet) in Tampa, Miami, Orlando, Fort Myers, Charlotte, Dallas, Austin, Houston, San Antonio, Las Vegas and San Diego from its development and value-add program to real estate properties with costs of $249.4 million at the date of transfer. As of December 31, 2020, EastGroup's development and value-add program consisted of 16 projects (2,741,000 square feet) located in 10 cities. The projected total cost for the development and value-add projects, which were collectively 35% leased as of February 16, 2021, is $291.5 million, of which $65.5 million remained to be invested as of December 31, 2020.
During 2020, EastGroup sold 126,000 square feet of operating properties, generating gross sales proceeds of $21.0 million. The Company recognized $13.1 million in
Gain on sales of real estate investments
during 2020.
The Company typically initially funds its development and acquisition programs through its $395 million unsecured bank credit facilities (as discussed below under
Liquidity and Capital Resources
). As market conditions permit, EastGroup issues equity and/or employs fixed rate debt, including variable rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, to replace short-term bank borrowings. In June 2019, Moody's Investors Service affirmed the Company's issuer rating of Baa2 with a stable outlook. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. For future debt issuances, the Company intends to issue primarily unsecured fixed rate debt, including variable rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps. The Company may also access the public debt market in the future as a means to raise capital.
EastGroup has one reportable segment – industrial properties. The Company's properties, primarily located in major Sunbelt regions of the United States, have similar economic characteristics and as a result, have been aggregated into one reportable segment.
The Company’s chief decision makers use two primary measures of operating results in making decisions: (1) funds from operations attributable to common stockholders (“FFO”), and (2) property net operating income (“PNOI”).
FFO is computed in accordance with standards established by the National Association of Real Estate Investment Trusts, Inc. (“Nareit”). In December 2018, Nareit issued the “Nareit Funds from Operations White Paper - 2018 Restatement” (the “2018 White Paper”), which reaffirmed, and in some cases refined, Nareit's prior determinations concerning FFO. The guidance in the 2018 White Paper allows preparers an option as it pertains to whether gains or losses on sale, or impairment charges, on real estate assets incidental to a REIT's business are excluded from the calculation of FFO. EastGroup has made the election to exclude activity related to such assets that are incidental to our business. In 2019, the Company revised prior periods to reflect this guidance.
FFO is calculated as net income (loss) attributable to common stockholders computed in accordance with U.S. generally accepted accounting principles (“GAAP”), excluding gains and losses from sales of real estate property (including other assets incidental to the Company’s business) and impairment losses, adjusted for real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. FFO is not considered as an alternative to net income (determined in accordance with GAAP) as an indication of the Company’s financial performance, nor is it a measure of the Company’s liquidity or indicative of funds available to provide for the Company’s cash needs, including its ability to make distributions. The Company’s key drivers affecting FFO are changes in PNOI (as discussed below), interest rates, the amount of leverage the Company employs and general and administrative expenses.
PNOI is defined as
Income from real estate operations
less
Expenses from real estate operations
(including market-based internal management fee expense) plus the Company’s share of income and property operating expenses from its less-than-wholly-owned real estate investments.
20
EastGroup sometimes refers to PNOI from Same Properties as “Same PNOI”; the Company also presents Same PNOI Excluding Income from Lease Terminations. Same Properties is defined as operating properties owned during the entire current period and prior year reporting period. Properties developed or acquired are excluded until held in the operating portfolio for both the current and prior year reporting periods. Properties sold during the current or prior year reporting periods are also excluded. For the year ended December 31, 2020, Same Properties includes properties which were included in the operating portfolio for the entire period from January 1, 2019 through December 31, 2020. The Company presents Same PNOI and Same PNOI Excluding Income from Lease Terminations as a property-level supplemental measure of performance used to evaluate the performance of the Company’s investments in real estate assets and its operating results on a same property basis. It is calculated on a lease-by-lease basis by averaging the customers’ rent payments over the life of each individual lease.
FFO and PNOI are supplemental industry reporting measurements used to evaluate the performance of the Company’s investments in real estate assets and its operating results. The Company believes that the exclusion of depreciation and amortization in the industry’s calculations of PNOI and FFO provides supplemental indicators of the properties’ performance since real estate values have historically risen or fallen with market conditions. PNOI and FFO as calculated by the Company may not be comparable to similarly titled but differently calculated measures for other real estate investment trusts (“REITs”). Investors should be aware that items excluded from or added back to FFO are significant components in understanding and assessing the Company’s financial performance.
PNOI was calculated as follows for the three fiscal years ended December 31, 2020, 2019 and 2018.
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Income from real estate operations | $ | 362,669 | 330,813 | 299,018 | |||||||||||||
| Expenses from real estate operations | (103,368) | (93,274) | (86,394) | ||||||||||||||
| Noncontrolling interest in PNOI of consolidated joint ventures | (171) | (199) | (314) | ||||||||||||||
| PNOI from 50% owned unconsolidated investment | 978 | 976 | 869 | ||||||||||||||
| PROPERTY NET OPERATING INCOME (“PNOI”) | $ | 260,108 | 238,316 | 213,179 | |||||||||||||
Income from real estate operations
is comprised of rental income net of reserves for uncollectible rent, expense reimbursement pass-through income and other real estate income including lease termination fees.
Expenses from real estate operations
is comprised of property taxes, insurance, utilities, repair and maintenance expenses, management fees and other operating costs. Generally, the Company’s most significant operating expenses are property taxes and insurance. Tenant leases may be net leases in which the total operating expenses are recoverable, modified gross leases in which some of the operating expenses are recoverable, or gross leases in which no expenses are recoverable (gross leases represent only a small portion of the Company’s total leases). Increases in property operating expenses are fully recoverable under net leases and recoverable to a high degree under modified gross leases. Modified gross leases often include base year amounts, and expense increases over these amounts are recoverable. The Company’s exposure to property operating expenses is primarily due to vacancies and leases for occupied space that limit the amount of expenses that can be recovered.
21
The following table presents reconciliations of Net Income to PNOI, Same PNOI and Same PNOI Excluding Income from Lease Terminations for the three fiscal years ended December 31, 2020, 2019 and 2018.
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| NET INCOME | $ | 108,391 | 123,340 | 88,636 | |||||||||||||
| Gain on sales of real estate investments | (13,145) | (41,068) | (14,273) | ||||||||||||||
| Gain on sales of non-operating real estate | — | (83) | (86) | ||||||||||||||
| Gain on sales of other assets | — | — | (427) | ||||||||||||||
| Net loss on other | — | 884 | 497 | ||||||||||||||
| Interest income | (101) | (129) | (156) | ||||||||||||||
| Other revenue | (354) | (574) | (1,374) | ||||||||||||||
| Indirect leasing costs | 661 | 411 | — | ||||||||||||||
| Depreciation and amortization | 116,359 | 104,724 | 91,704 | ||||||||||||||
| Company's share of depreciation from unconsolidated investment | 137 | 141 | 128 | ||||||||||||||
| Interest expense | 33,927 | 34,463 | 35,106 | ||||||||||||||
| General and administrative expense | 14,404 | 16,406 | 13,738 | ||||||||||||||
| Noncontrolling interest in PNOI of consolidated joint ventures | (171) | (199) | (314) | ||||||||||||||
| PROPERTY NET OPERATING INCOME (“PNOI”) | 260,108 | 238,316 | 213,179 | ||||||||||||||
| PNOI from 2019 and 2020 Acquisitions | (8,434) | (2,929) | * | ||||||||||||||
| PNOI from 2019 and 2020 Development and Value-Add Properties | (24,050) | (8,109) | * | ||||||||||||||
| PNOI from 2019 and 2020 Operating Property Dispositions | (1,081) | (4,787) | * | ||||||||||||||
| Other PNOI | 257 | 247 | * | ||||||||||||||
| SAME PNOI | 226,800 | 222,738 | * | ||||||||||||||
| Net lease termination fee income from same properties | (709) | (1,258) | * | ||||||||||||||
| SAME PNOI EXCLUDING INCOME FROM LEASE TERMINATIONS | $ | 226,091 | 221,480 | * | |||||||||||||
*
Same property metrics are not applicable to the year ended December 31, 2018, as the same property metrics for 2020 and 2019 are based on operating properties owned during the entire current and prior year reporting periods (January 1, 2019 through December 31, 2020).
22
The following table presents reconciliations of Net Income Attributable to EastGroup Properties, Inc. Common Stockholders to FFO Attributable to Common Stockholders for the three fiscal years ended December 31, 2020, 2019 and 2018.
| Years Ended December 31, | ||||||||||||||||||||
| 2020 | 2019 | 2018 | ||||||||||||||||||
| (In thousands, except per share data) | ||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS | $ | 108,363 | 121,662 | 88,506 | ||||||||||||||||
| Depreciation and amortization | 116,359 | 104,724 | 91,704 | |||||||||||||||||
| Company's share of depreciation from unconsolidated investment | 137 | 141 | 128 | |||||||||||||||||
| Depreciation and amortization from noncontrolling interest | (142) | (186) | (182) | |||||||||||||||||
| Gain on sales of real estate investments | (13,145) | (41,068) | (14,273) | |||||||||||||||||
| Gain on sales of non-operating real estate | — | (83) | (86) | |||||||||||||||||
| Gain on sales of other assets | — | — | (427) | |||||||||||||||||
| Noncontrolling interest in gain on sales of real estate investments of consolidated joint ventures | — | 1,671 | — | |||||||||||||||||
| FUNDS FROM OPERATIONS (“FFO”) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 211,572 | 186,861 | 165,370 | ||||||||||||||||
| Net income attributable to common stockholders per diluted share | $ | 2.76 | 3.24 | 2.49 | ||||||||||||||||
|
Funds from operations (“FFO”) attributable to common stockholders
per diluted share |
$ | 5.38 | 4.98 | 4.66 | (1) | |||||||||||||||
| Diluted shares for earnings per share and funds from operations | 39,296 | 37,527 | 35,506 | |||||||||||||||||
(1)
The Company initially reported FFO of $4.67 per share during the year ended December 31, 2018. In connection with the Company's adoption of the Nareit Funds from Operations White Paper - 2018 Restatement, the Company now excludes from FFO the gains and losses on sales of non-operating real estate and assets incidental to the Company’s business.
The Company analyzes the following performance trends in evaluating the revenues and expenses of the Company:
•
The change in FFO per share represents the increase or decrease in FFO per share from the current year compared to the prior year. For 2020, FFO was $5.38 per share compared with $4.98 per share for 2019, an increase of 8.0%.
•
For the year ended December 31, 2020, PNOI increased by $21,792,000, or 9.1%, compared to 2019. PNOI increased $15,941,000 from newly developed and value-add properties, $5,505,000 from 2019 and 2020 acquisitions and $4,062,000 from same property operations; PNOI decreased $3,706,000 from operating properties sold in 2019 and 2020.
•
The change in Same PNOI represents the PNOI increase or decrease for the same operating properties owned during the entire current and prior year reporting periods (January 1, 2019 through December 31, 2020). Same PNOI, excluding income from lease terminations, increased 2.1% for the year ended December 31, 2020, compared to 2019.
•
Same property average occupancy represents the average month-end percentage of leased square footage for which the lease term has commenced as compared to the total leasable square footage for the same operating properties owned during the entire current and prior year reporting periods (January 1, 2019 through December 31, 2020). Same property average occupancy was 97.0% for each of the years ended December 31, 2020 and 2019.
•
Occupancy is the percentage of leased square footage for which the lease term has commenced as compared to the total leasable square footage as of the close of the reporting period. Occupancy at December 31, 2020 was 97.3%. Quarter-end occupancy ranged from 96.4% to 97.1% over the previous four quarters ended December 31, 2019 to September 30, 2020.
•
Rental rate change represents the rental rate increase or decrease on new and renewal leases compared to the prior leases on the same space. For the year 2020, rental rate increases on new and renewal leases (18.5% of total square footage) averaged 21.7%.
•
Lease termination fee income is included in
Income from real estate operations.
For the year 2020, lease termination fee income was $709,000 compared to $1,336,000 for 2019.
23
•
The Company records reserves for uncollectible rent as reductions to
Income from real estate operations.
The Company recorded reserves for uncollectible rent of $2,763,000 in 2020 compared to $448,000 in 2019. Individual leases are evaluated for collectibility at each reporting period. We evaluate the collectibility of rents and other receivables at each reporting period based on factors including, among others, tenant's payment history, the financial condition of the tenant, business conditions and trends in the industry in which the tenant operates and economic conditions in the geographic area where the property is located. If evaluation of these factors or others indicates it is not probable we will collect substantially all rent we recognize an adjustment to rental revenue. If our judgment or estimation regarding probability of collection changes we may adjust or record additional rental revenue in the period such conclusion is reached. The Company followed its normal process for recording reserves for uncollectible rent during the year ended December 31, 2020 and also evaluated all deferred rent related to the COVID-19 pandemic for collectibility.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company’s management considers the following accounting policies and estimates to be critical to the reported operations of the Company.
Acquisition and Development of Real Estate Properties
The FASB Codification provides guidance on how to properly determine the allocation of the purchase price among the individual components of both the tangible and intangible assets based on their relative fair values. Goodwill for business combinations is recorded when the purchase price exceeds the fair value of the assets and liabilities acquired. Factors considered by management in allocating the cost of the properties acquired include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. The allocation to tangible assets (land, building and improvements) is based upon management’s determination of the value of the property as if it were vacant using discounted cash flow models. Land is valued using comparable land sales specific to the applicable market, provided by a third-party. The Company determines whether any financing assumed is above or below market based upon comparison to similar financing terms for similar properties. The cost of the properties acquired may be adjusted based on indebtedness assumed from the seller that is determined to be above or below market rates.
The purchase price is also allocated among the following categories of intangible assets: the above or below market component of in-place leases, the value of in-place leases, and the value of customer relationships. The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using a discount rate reflecting the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts that would be paid using current market rents over the remaining term of the lease. The amounts allocated to above and below market leases are included in
Other assets
and
Other liabilities
, respectively, on the Consolidated Balance Sheets and are amortized to rental income over the remaining terms of the respective leases. The total amount of intangible assets is further allocated to in-place lease values and customer relationship values based upon management’s assessment of their respective values. These intangible assets are included in
Other assets
on the Consolidated Balance Sheets and are amortized over the remaining term of the existing lease, or the anticipated life of the customer relationship, as applicable.
The relevance of this accounting policy will fluctuate given the transaction activity during the period.
For properties under development and value-add properties acquired in the development stage, costs associated with development (i.e., land, construction costs, interest expense, property taxes and other costs associated with development) are aggregated into the total capitalized costs of the property. Included in these costs are management’s estimates for the portions of internal costs (primarily personnel costs) deemed related to such development activities. The internal costs are allocated to specific development projects based on development activity.
24
FINANCIAL CONDITION
EastGroup’s
Total Assets
were $2,720,803,000 at December 31, 2020, an increase of $174,725,000 from December 31, 2019.
Total Liabilities
increased $106,536,000 to $1,450,285,000, and
Total Equity
increased $68,189,000 to $1,270,518,000 during the same period. The following paragraphs explain these changes in detail.
Assets
Real Estate Properties
Real estate properties
increased $314,930,000 during the year ended December 31, 2020. The increase was primarily due to: (i) the transfer of 18 properties from
Development and value-add properties
to
Real estate properties
(as detailed under
Development and Value-Add Properties
below); (ii) operating property acquisitions; and (iii) capital improvements at the Company's properties. These increases were partially offset by the operating property sales discussed below.
During 2020, EastGroup acquired the following operating properties:
| REAL ESTATE PROPERTIES ACQUIRED IN 2020 | Location | Size |
Date
Acquired |
Cost
(1)
|
||||||||||||||||||||||
| (Square feet) | (In thousands) | |||||||||||||||||||||||||
| Wells Point One | Austin, TX | 50,000 | 02/28/2020 | $ | 5,812 | |||||||||||||||||||||
| Cherokee 75 Business Center 1 | Atlanta, GA | 85,000 | 12/15/2020 | 7,909 | ||||||||||||||||||||||
| The Rock | Dallas, TX | 212,000 | 12/17/2020 | 32,519 | ||||||||||||||||||||||
| Total Real Estate Property Acquisitions | 347,000 | $ | 46,240 | |||||||||||||||||||||||
(1)
Total cost of the operating properties acquired was $48,656,000, of which $46,240,000 was allocated to Real estate properties as indicated above. The Company allocated $7,385,000 of the total purchase price to land using third party land valuations for the Atlanta, Austin and Dallas markets. The market values are considered to be Level 3 inputs as defined by FASB Accounting Standards Codification (
“
ASC
”
) 820, Fair Value Measurement (see Note 18 in the Notes to Consolidated Financial Statements for additional information on ASC 820). Intangibles associated with the purchases of real estate were allocated as follows: $2,624,000 to in-place lease intangibles and $104,000 to above market leases (both included in Other assets on the Consolidated Balance Sheets), and $312,000 to below market leases (included in Other liabilities on the Consolidated Balance Sheets).
During the year ended December 31, 2020, the Company made capital improvements of $30,255,000 on existing and acquired properties (included in the Capital Expenditures table under
Results of Operations
). Also, the Company incurred costs of $5,743,000 on development and value-add projects subsequent to transfer to
Real estate properties
; the Company records these expenditures as development and value-add costs on the Consolidated Statements of Cash Flows.
EastGroup sold the following operating properties during 2020: University Business Center 120 in Santa Barbara and Central Green in Houston. The properties (126,000 square feet combined) were sold for $21 million and the Company recognized gains on the sales of $13.1 million.
Development and Value-Add Properties
EastGroup’s investment in
Development and value-add properties
at December 31, 2020 consisted of properties in lease-up and under construction of $225,964,000 and prospective development (primarily land) of $133,624,000. The Company’s total investment in
Development and value-add properties
at December 31, 2020 was $359,588,000 compared to $419,999,000 at December 31, 2019. Total capital invested for development and value-add properties during 2020 was $195,446,000, which primarily consisted of costs of $170,418,000 as detailed in the
Development and Value-Add Properties Activity
table below, $18,550,000 as detailed in the
Development and Value-Add Properties Transferred to the Real Estate Properties Portfolio During 2020
table below and costs of $5,743,000 on projects subsequent to transfer to
Real estate properties
. The capitalized costs incurred on development and value-add projects subsequent to transfer to
Real estate properties
include capital improvements at the properties and do not include other capitalized costs associated with development (i.e., interest expense, property taxes and internal personnel costs).
EastGroup capitalized internal development costs of $6,689,000 during the year ended December 31, 2020, compared to $6,918,000 during 2019.
During 2020, EastGroup acquired one value-add property, Rancho Distribution Center in Los Angeles. The total cost of the property acquired was $27,862,000, of which $27,320,000 was allocated to
Development and value-add properties
. The
25
Company allocated $16,180,000 of the total purchase price to land using third party land valuations for the Los Angeles market. The market values are considered to be Level 3 inputs as defined by ASC 820,
Fair Value Measurement
(see Note 18 in the Notes to Consolidated Financial Statements for additional information on ASC 820). Intangibles associated with the purchase were allocated as follows: $633,000 to in-place lease intangibles (included in
Other assets
on the Consolidated Balance Sheets) and $91,000 to below market leases (included in
Other liabilities
on the Consolidated Balance Sheets). These costs are amortized over the remaining lives of the associated leases in place at the time of acquisition. Costs associated with the value-add property acquisition, except for the amounts allocated to the acquired lease intangibles, are included in the
Development and Value-Add Properties Activity
table below.
Also during 2020, EastGroup purchased 232.6 acres of development land in Orlando, Fort Myers, Atlanta, Dallas and El Paso for $45,687,000. Costs associated with these acquisitions are included in the
Development and Value-Add Properties Activity
table. These increases were offset by the transfer of 18 development projects to
Real estate properties
during 2020 with a total investment of $249,379,000 as of the date of transfer.
|
DEVELOPMENT AND
VALUE-ADD PROPERTIES ACTIVITY |
Costs Incurred | |||||||||||||||||||||||||||||||||||||
|
Costs
Transferred
in 2020
(1)
|
For the
Year Ended 12/31/20 |
Cumulative
as of 12/31/20 |
Projected
Total Costs
(2)
|
Anticipated Building Conversion Date | ||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| LEASE-UP | Building Size (Square feet) | |||||||||||||||||||||||||||||||||||||
| Gilbert Crossroads A & B, Phoenix, AZ | 140,000 | $ | — | 2,818 | 16,768 | 17,500 | 01/21 | |||||||||||||||||||||||||||||||
|
Rancho Distribution Center, Los Angeles, CA
(3)
|
162,000 | — | 27,325 | 27,325 | 29,400 | 03/21 | ||||||||||||||||||||||||||||||||
| CreekView 121 7 & 8, Dallas, TX | 137,000 | — | 9,760 | 16,559 | 18,500 | 04/21 | ||||||||||||||||||||||||||||||||
| Hurricane Shoals 3, Atlanta, GA | 101,000 | — | 2,182 | 8,811 | 10,800 | 04/21 | ||||||||||||||||||||||||||||||||
| World Houston 44, Houston, TX | 134,000 | — | 3,336 | 8,126 | 9,100 | 05/21 | ||||||||||||||||||||||||||||||||
| Gateway 4, Miami, FL | 197,000 | 14,895 | 7,152 | 22,047 | 26,000 | 06/21 | ||||||||||||||||||||||||||||||||
|
Interstate Commons 2, Phoenix, AZ
(3)
|
142,000 | — | 2,359 | 12,241 | 12,500 | 06/21 | ||||||||||||||||||||||||||||||||
| Tri-County Crossing 3 & 4, San Antonio, TX | 203,000 | — | 5,711 | 14,409 | 16,100 | 06/21 | ||||||||||||||||||||||||||||||||
| Northwest Crossing 1-3, Houston, TX | 278,000 | — | 10,787 | 22,322 | 25,900 | 09/21 | ||||||||||||||||||||||||||||||||
| Ridgeview 1 & 2, San Antonio, TX | 226,000 | — | 10,562 | 17,093 | 19,000 | 10/21 | ||||||||||||||||||||||||||||||||
| Settlers Crossing 3 & 4, Austin, TX | 173,000 | — | 9,415 | 17,504 | 19,400 | 10/21 | ||||||||||||||||||||||||||||||||
| SunCoast 7, Ft. Myers, FL | 77,000 | 3,232 | 4,141 | 7,373 | 8,700 | 11/21 | ||||||||||||||||||||||||||||||||
| LakePort 1-3, Dallas, TX | 194,000 | — | 11,719 | 19,781 | 22,500 | 12/21 | ||||||||||||||||||||||||||||||||
| Total Lease-Up | 2,164,000 | 18,127 | 107,267 | 210,359 | 235,400 | |||||||||||||||||||||||||||||||||
| UNDER CONSTRUCTION | ||||||||||||||||||||||||||||||||||||||
| Gilbert Crossroads C & D, Phoenix, AZ | 178,000 | 4,974 | 1,643 | 6,617 | 21,400 | 06/22 | ||||||||||||||||||||||||||||||||
| Steele Creek X, Charlotte, NC | 162,000 | 3,291 | 943 | 4,234 | 12,600 | 07/22 | ||||||||||||||||||||||||||||||||
| Basswood 1 & 2, Dallas, TX | 237,000 | 4,580 | 174 | 4,754 | 22,100 | 10/22 | ||||||||||||||||||||||||||||||||
| Total Under Construction | 577,000 | 12,845 | 2,760 | 15,605 | 56,100 | |||||||||||||||||||||||||||||||||
| PROSPECTIVE DEVELOPMENT (PRIMARILY LAND) | Estimated Building Size (Square feet) | |||||||||||||||||||||||||||||||||||||
| Phoenix, AZ | — | (4,974) | 601 | — | ||||||||||||||||||||||||||||||||||
| Ft. Myers, FL | 622,000 | (3,232) | 3,595 | 7,866 | ||||||||||||||||||||||||||||||||||
| Miami, FL | 376,000 | (14,895) | 1,006 | 20,296 | ||||||||||||||||||||||||||||||||||
| Orlando, FL | 1,488,000 | — | 26,603 | 27,678 | ||||||||||||||||||||||||||||||||||
|
Tampa, FL
(4)
|
349,000 | — | (78) | 5,723 | ||||||||||||||||||||||||||||||||||
| Atlanta, GA | 120,000 | — | 1,392 | 1,392 | ||||||||||||||||||||||||||||||||||
| Jackson, MS | 28,000 | — | — | 706 | ||||||||||||||||||||||||||||||||||
| Charlotte, NC | 313,000 | (3,291) | 289 | 4,325 | ||||||||||||||||||||||||||||||||||
| Dallas, TX | 1,353,000 | (4,580) | 22,420 | 37,428 | ||||||||||||||||||||||||||||||||||
| El Paso, TX | 168,000 | — | 2,587 | 2,587 | ||||||||||||||||||||||||||||||||||
| Houston, TX | 1,223,000 | — | 1,310 | 20,758 | ||||||||||||||||||||||||||||||||||
| San Antonio, TX | 366,000 | — | 666 | 4,865 | ||||||||||||||||||||||||||||||||||
| Total Prospective Development | 6,406,000 | (30,972) | 60,391 | 133,624 | ||||||||||||||||||||||||||||||||||
| Total Development and Value-Add Properties | 9,147,000 | $ | — | 170,418 | 359,588 | |||||||||||||||||||||||||||||||||
| The Development and Value-Add Properties Activity table is continued on the following page. | ||||||||||||||||||||||||||||||||||||||
26
| DEVELOPMENT AND VALUE-ADD PROPERTIES TRANSFERRED TO THE REAL ESTATE PROPERTIES PORTFOLIO DURING 2020 | Costs Incurred | |||||||||||||||||||||||||||||||||||||
|
Costs
Transferred
in 2020
(1)
|
For the
Year Ended 12/31/20 |
Cumulative
as of 12/31/20 |
||||||||||||||||||||||||||||||||||||
| Building Size (Square feet) | (In thousands) | Building Conversion Date | ||||||||||||||||||||||||||||||||||||
|
Logistics Center 6 & 7, Dallas, TX
(3)
|
142,000 | $ | — | 19 | 15,754 | 01/20 | ||||||||||||||||||||||||||||||||
| Settlers Crossing 1, Austin, TX | 77,000 | — | — | 9,259 | 01/20 | |||||||||||||||||||||||||||||||||
| Settlers Crossing 2, Austin, TX | 83,000 | — | — | 8,475 | 01/20 | |||||||||||||||||||||||||||||||||
| Parc North 5, Dallas, TX | 100,000 | — | 20 | 8,709 | 02/20 | |||||||||||||||||||||||||||||||||
| Airport Commerce Center 3, Charlotte, NC | 96,000 | — | 335 | 8,891 | 03/20 | |||||||||||||||||||||||||||||||||
| Horizon VIII & IX, Orlando, FL | 216,000 | — | 887 | 17,488 | 04/20 | |||||||||||||||||||||||||||||||||
| Ten West Crossing 8, Houston, TX | 132,000 | — | 67 | 9,831 | 04/20 | |||||||||||||||||||||||||||||||||
| Tri-County Crossing 1 & 2, San Antonio, TX | 203,000 | — | 189 | 15,575 | 04/20 | |||||||||||||||||||||||||||||||||
| SunCoast 8, Ft. Myers, FL | 77,000 | — | 3,665 | 8,149 | 05/20 | |||||||||||||||||||||||||||||||||
| CreekView 121 5 & 6, Dallas, TX | 139,000 | — | 2,112 | 15,263 | 06/20 | |||||||||||||||||||||||||||||||||
| Parc North 6, Dallas, TX | 96,000 | — | 2,451 | 10,741 | 07/20 | |||||||||||||||||||||||||||||||||
| SunCoast 6, Ft. Myers, FL | 81,000 | — | 445 | 8,379 | 07/20 | |||||||||||||||||||||||||||||||||
|
Arlington Tech Centre 1 & 2, Dallas, TX
(3)
|
151,000 | — | 578 | 13,855 | 08/20 | |||||||||||||||||||||||||||||||||
| Gateway 5, Miami, FL | 187,000 | — | 1,664 | 24,769 | 08/20 | |||||||||||||||||||||||||||||||||
| Steele Creek IX, Charlotte, NC | 125,000 | — | 1,986 | 11,106 | 08/20 | |||||||||||||||||||||||||||||||||
|
Grand Oaks 75 2, Tampa, FL
(3)
|
150,000 | — | 1,777 | 14,892 | 09/20 | |||||||||||||||||||||||||||||||||
|
Rocky Point 2, San Diego, CA
(3)
|
109,000 | — | 583 | 19,858 | 09/20 | |||||||||||||||||||||||||||||||||
|
Southwest Commerce Center, Las Vegas, NV
(3)
|
196,000 | — | 1,772 | 28,385 | 10/20 | |||||||||||||||||||||||||||||||||
| Total Transferred to Real Estate Properties | 2,360,000 | $ | — | 18,550 | 249,379 | (5) | ||||||||||||||||||||||||||||||||
(1)
Represents costs transferred from Prospective Development (primarily land) to Under Construction during the period. Negative amounts represent land inventory costs transferred to Under Construction.
(2)
Included in these costs are development obligations of $33.0 million and tenant improvement obligations of $4.9 million on properties under development.
(3)
Represents value-add projects acquired by EastGroup.
(4)
Negative amount represents land inventory transferred to Real Estate Properties for trailer storage expansion.
(5)
Represents cumulative costs at the date of transfer.
Accumulated Depreciation
Accumulated depreciation on real estate, development and value-add properties increased $84,189,000 during 2020 due primarily to depreciation expense of $96,290,000, offset by the sale of 126,000 square feet of operating properties during 2020.
27
Other Assets
Other assets
increased $4,957,000 during 2020. A summary of
Other assets
follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands) | |||||||||||
| Leasing costs (principally commissions) | $ | 95,914 | 89,191 | ||||||||
| Accumulated amortization of leasing costs | (38,371) | (34,963) | |||||||||
| Leasing costs (principally commissions), net of accumulated amortization | 57,543 | 54,228 | |||||||||
| Acquired in-place lease intangibles | 28,107 | 28,834 | |||||||||
| Accumulated amortization of acquired in-place lease intangibles | (13,554) | (11,918) | |||||||||
| Acquired in-place lease intangibles, net of accumulated amortization | 14,553 | 16,916 | |||||||||
| Acquired above market lease intangibles | 1,825 | 1,721 | |||||||||
| Accumulated amortization of acquired above market lease intangibles | (1,231) | (1,007) | |||||||||
| Acquired above market lease intangibles, net of accumulated amortization | 594 | 714 | |||||||||
| Straight-line rents receivable | 43,079 | 40,369 | |||||||||
| Accounts receivable | 6,256 | 5,581 | |||||||||
| Mortgage loans receivable | — | 1,679 | |||||||||
| Interest rate swap assets | — | 3,485 | |||||||||
| Right of use assets – Office leases (operating) | 2,131 | 2,115 | |||||||||
| Receivable for common stock offerings | 1,942 | — | |||||||||
| Goodwill | 990 | 990 | |||||||||
| Prepaid expenses and other assets | 22,491 | 18,545 | |||||||||
|
Total
Other assets
|
$ | 149,579 | 144,622 | ||||||||
Liabilities
Unsecured bank credit facilities
increased $12,800,000 during 2020, mainly due to borrowings of $625,387,000 and the amortization of debt issuance costs during the period, partially offset by repayments of $613,097,000 and new debt issuance costs incurred during the period. The Company’s credit facilities are described in greater detail below under
Liquidity and Capital Resources
.
Unsecured debt
increased $169,593,000 during 2020, primarily due to the closing of a $100 million senior unsecured term loan in March, closing the private placement of $175 million of senior unsecured notes in October and the amortization of debt issuance costs. These increases were offset by a $30 million principal repayment on $100 million of senior unsecured notes in August, the repayment of a $75 million senior unsecured term loan in December and new debt issuance costs incurred during the period. The borrowings and repayments on
Unsecured debt
are described in greater detail below under
Liquidity and Capital Resources
.
Secured debt
decreased $54,100,000 during the year ended December 31, 2020. The decrease resulted from the repayment of a mortgage loan with a principal balance of $45,871,000 in October, regularly scheduled principal payments of $8,436,000 and amortization of premiums on
Secured debt
, offset by the amortization of debt issuance costs during the period.
28
Accounts payable and accrued expenses
decreased $22,451,000 during 2020. A summary of the Company’s
Accounts payable and accrued expenses
follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands) | |||||||||||
| Property taxes payable | $ | 3,524 | 2,696 | ||||||||
| Development costs payable | 6,427 | 11,766 | |||||||||
| Real estate improvements and capitalized leasing costs payable | 5,692 | 4,636 | |||||||||
| Interest payable | 6,537 | 6,370 | |||||||||
| Dividends payable | 32,677 | 30,714 | |||||||||
|
Book overdraft
(1)
|
5,176 | 25,771 | |||||||||
| Other payables and accrued expenses | 9,540 | 10,071 | |||||||||
|
Total
Accounts payable and accrued expenses
|
$ | 69,573 | 92,024 | ||||||||
(1)
Represents checks written before the end of the period which have not cleared the bank; therefore, the bank has not yet advanced cash to the Company. When the checks clear the bank, they will be funded through the Company's working cash line of credit. See Note 1(p) in the Notes to Consolidated Financial Statements.
Other liabilities
increased $694,000 during 2020. A summary of the Company’s
Other liabilities
follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands) | |||||||||||
| Security deposits | $ | 22,140 | 20,351 | ||||||||
| Prepaid rent and other deferred income | 14,694 | 13,855 | |||||||||
| Operating lease liabilities — Ground leases | 11,199 | 12,048 | |||||||||
|
Operating lease liabilities — Office leases
|
2,167 | 2,141 | |||||||||
| Acquired below-market lease intangibles | 9,019 | 8,616 | |||||||||
|
Accumulated amortization of acquired below-market lease intangibles
|
(6,168) | (4,494) | |||||||||
| Acquired below-market lease intangibles, net of accumulated amortization | 2,851 | 4,122 | |||||||||
| Interest rate swap liabilities | 10,752 | 678 | |||||||||
| Prepaid tenant improvement reimbursements | 364 | 56 | |||||||||
| Other liabilities | 5,650 | 15,872 | |||||||||
|
Total
Other liabilities
|
$ | 69,817 | 69,123 | ||||||||
Equity
Additional paid-in capital
increased $95,998,000 during 2020 primarily due to the issuance of common stock under the Company's continuous common equity offering program (as discussed below under
Liquidity and Capital Resources)
and stock-based compensation (as discussed in Note 11 in the Notes to Consolidated Financial Statements). EastGroup issued 709,924 shares of common stock under its continuous common equity offering program with net proceeds to the Company of $92,663,000.
During 2020,
Distributions in excess of earnings
increased $13,365,000 as a result of dividends on common stock of $121,728,000 exceeding
Net Income Attributable to EastGroup Properties, Inc. Common Stockholders
of $108,363,000.
Accumulated other comprehensive income (loss)
decreased $13,559,000 during 2020. The decrease resulted from the change in fair value of the Company's interest rate swaps (cash flow hedges) which are further discussed in Notes 12 and 13 in the Notes to Consolidated Financial Statements.
29
RESULTS OF OPERATIONS
2020 Compared to 2019
Net Income Attributable to EastGroup Properties, Inc. Common Stockholders
for 2020 was $108,363,000 ($2.77 per basic and $2.76 per diluted share) compared to $121,662,000 ($3.25 per basic and $3.24 per diluted share) for 2019. The following paragraphs explain the change:
•
PNOI increased by $21,792,000 ($0.55 per diluted share) for 2020 as compared to 2019. PNOI increased $15,941,000 from newly developed and value-add properties, $5,505,000 from 2019 and 2020 acquisitions and $4,062,000 from same property operations; PNOI decreased $3,706,000 from operating properties sold in 2019 and 2020. For the year 2020, lease termination fee income was $709,000 compared to $1,336,000 for 2019. The Company recorded reserves for uncollectible rent of $2,763,000 in 2020 and $448,000 in 2019. Straight-lining of rent increased PNOI by $4,888,000 and $4,985,000 in 2020 and 2019, respectively.
•
EastGroup recognized gains on sales of real estate investments of $13,145,000 ($0.33 per diluted share) compared to $41,068,000 ($1.09 per diluted share) during 2019.
•
Depreciation and amortization
expense increased by $11,635,000 ($0.30 per diluted share) during 2020 compared to 2019.
EastGroup entered into 179 leases with certain free rent concessions on 4,965,000 square feet during 2020 with total free rent concessions of $7,548,000 over the lives of the leases, compared to 160 leases with free rent concessions on 4,281,000 square feet with total free rent concessions of $6,114,000 over the lives of the leases in 2019.
The Company’s percentage of leased square footage was 98.0% at December 31, 2020, compared to 97.6% at December 31, 2019. Occupancy at the end of 2020 was 97.3% compared to 97.1% at December 31, 2019.
Same property average occupancy represents the average month-end percentage of leased square footage for which the lease term has commenced as compared to the total leasable square footage for the same operating properties owned during the entire current and prior year reporting periods (January 1, 2019 through December 31, 2020). Same property average occupancy for the year ended December 31, 2020, was 97.0% compared to 97.0% for 2019.
The same property average rental rate calculated in accordance with GAAP represents the average annual rental rates of leases in place for the same operating properties owned during the entire current and prior year reporting periods (January 1, 2019 through December 31, 2020). The same property average rental rate was $6.09 per square foot for the year ended December 31, 2020, compared to $5.95 per square foot for 2019.
30
Interest Expense
decreased $536,000 for the year ended December 31, 2020 compared to 2019. The following table presents the components of
Interest Expense
for 2020 and 2019:
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | Increase (Decrease) | |||||||||||||||
| (In thousands) | |||||||||||||||||
| VARIABLE RATE INTEREST EXPENSE | |||||||||||||||||
|
Unsecured bank credit facilities interest - variable rate
(excluding amortization of facility fees and debt issuance costs)
|
$ | 1,620 | 5,756 | (4,136) | |||||||||||||
| Amortization of facility fees - unsecured bank credit facilities | 790 | 790 | — | ||||||||||||||
| Amortization of debt issuance costs - unsecured bank credit facilities | 561 | 556 | 5 | ||||||||||||||
| Total variable rate interest expense | 2,971 | 7,102 | (4,131) | ||||||||||||||
| FIXED RATE INTEREST EXPENSE | |||||||||||||||||
|
Unsecured debt interest
(1)
(excluding amortization of debt issuance costs)
|
34,536 | 28,039 | 6,497 | ||||||||||||||
|
Secured debt interest
(excluding amortization of debt issuance costs)
|
5,214 | 6,987 | (1,773) | ||||||||||||||
| Amortization of debt issuance costs - unsecured debt | 624 | 539 | 85 | ||||||||||||||
| Amortization of debt issuance costs - secured debt | 233 | 249 | (16) | ||||||||||||||
| Total fixed rate interest expense | 40,607 | 35,814 | 4,793 | ||||||||||||||
| Total interest | 43,578 | 42,916 | 662 | ||||||||||||||
| Less capitalized interest | (9,651) | (8,453) | (1,198) | ||||||||||||||
| TOTAL INTEREST EXPENSE | $ | 33,927 | 34,463 | (536) | |||||||||||||
(1)
Includes interest on the Company's unsecured debt with fixed interest rates per the debt agreements or effectively fixed interest rates due to interest rate swaps, as discussed in Note 13 in the Notes to Consolidated Financial Statements.
EastGroup's variable rate interest expense decreased by $4,131,000 for 2020 as compared to 2019 primarily due to decreases in the Company's weighted average interest rate and average borrowings on its unsecured bank credit facilities as shown in the following table:
| Years Ended December 31, | ||||||||||||||||||||
| 2020 | 2019 |
Increase
(Decrease) |
||||||||||||||||||
| (In thousands, except rates of interest) | ||||||||||||||||||||
| Average borrowings on unsecured bank credit facilities - variable rate | $ | 87,095 | 172,175 | (85,080) | ||||||||||||||||
|
Weighted average variable interest rates
(excluding amortization of facility fees and debt issuance costs)
|
1.86 | % | 3.34 | % | ||||||||||||||||
31
The Company's fixed rate interest expense increased by $4,793,000 for 2020 as compared to 2019 as a result of the unsecured debt and secured debt described below.
Interest expense from fixed rate unsecured debt increased by $6,497,000 during 2020 as compared to 2019 as a result of the Company's unsecured debt activity described below. The details of the unsecured debt obtained in 2019 and 2020 are shown in the following table:
| NEW UNSECURED DEBT IN 2019 and 2020 | Effective Interest Rate | Date Obtained | Maturity Date | Amount | ||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
| $80 Million Senior Unsecured Notes | 4.27% | 03/28/2019 | 03/28/2029 | $ | 80,000 | |||||||||||||||||||||
| $35 Million Senior Unsecured Notes | 3.54% | 08/15/2019 | 08/15/2031 | 35,000 | ||||||||||||||||||||||
| $75 Million Senior Unsecured Notes | 3.47% | 08/19/2019 | 08/19/2029 | 75,000 | ||||||||||||||||||||||
|
$100 Million Senior Unsecured Term Loan
(1)
|
2.75% | 10/10/2019 | 10/10/2026 | 100,000 | ||||||||||||||||||||||
|
$100 Million Senior Unsecured Term Loan
(2)
|
2.39% | 03/25/2020 | 03/25/2027 | 100,000 | ||||||||||||||||||||||
| $100 Million Senior Unsecured Notes | 2.61% | 10/14/2020 | 10/14/2030 | 100,000 | ||||||||||||||||||||||
| $75 Million Senior Unsecured Notes | 2.71% | 10/14/2020 | 10/14/2032 | 75,000 | ||||||||||||||||||||||
| Weighted Average/Total Amount for 2019 and 2020 | 3.02% | $ | 565,000 | |||||||||||||||||||||||
(1)
The interest rate on this unsecured term loan is comprised of LIBOR plus 150 basis points subject to a pricing grid for changes in the Company's coverage ratings. The Company entered into an interest rate swap to convert the loan's LIBOR rate to a fixed interest rate, providing the Company a weighted average effective interest rate on the term loan of 2.75% as of December 31, 2020. See Note 13 in the Notes to Consolidated Financial Statements for additional information on the interest rate swaps.
(2)
The interest rate on this unsecured term loan is comprised of LIBOR plus 145 basis points subject to a pricing grid for changes in the Company's coverage ratings. The Company entered into an interest rate swap to convert the loan's LIBOR rate to a fixed interest rate, providing the Company a weighted average effective interest rate on the term loan of 2.39% as of December 31, 2020. See Note 13 in the Notes to Consolidated Financial Statements for additional information on the interest rate swaps.
The increase in interest expense from the new unsecured debt was partially offset by the repayment of the following unsecured loans during 2019 and 2020:
| UNSECURED DEBT REPAID IN 2019 AND 2020 | Interest Rate | Date Repaid | Payoff Amount | |||||||||||||||||
| (In thousands) | ||||||||||||||||||||
| $75 Million Senior Unsecured Term Loan | 2.85% | 07/31/2019 | $ | 75,000 | ||||||||||||||||
| $30 Million Senior Unsecured Notes | 3.80% | 08/28/2020 | 30,000 | |||||||||||||||||
| $75 Million Senior Unsecured Term Loan | 3.45% | 12/21/2020 | 75,000 | |||||||||||||||||
| Weighted Average/Total Amount for 2019 and 2020 | 3.26% | $ | 180,000 | |||||||||||||||||
The increase in interest expense from unsecured debt was partially offset by a decease in secured debt interest expense, which decreased by $1,773,000 in 2020 as compared to 2019 as a result of regularly scheduled principal payments and debt repayments. Regularly scheduled principal payments on secured debt were $8,436,000 during 2020 and $9,821,000 in 2019. The details of the secured debt repaid in 2019 and 2020 are shown in the following table:
| SECURED DEBT REPAID IN 2019 and 2020 | Interest Rate | Date Repaid | Payoff Amount | |||||||||||||||||
| (In thousands) | ||||||||||||||||||||
|
Dominguez, Industry I & III, Kingsview, Shaw, Walnut and Washington
|
7.50% | 04/05/2019 | $ | 45,725 | ||||||||||||||||
|
Blue Heron II
|
5.39% | 12/16/2019 | 47 | |||||||||||||||||
| 40th Avenue, Beltway Crossing V, Centennial Park, Executive Airport, Interchange Park I, Ocean View, Wetmore 5-8 and World Houston 26, 28, 29 & 30 | 4.39% | 10/07/2020 | 45,871 | |||||||||||||||||
| Weighted Average/Total Amount for 2019 and 2020 | 5.94% | $ | 91,643 | |||||||||||||||||
EastGroup did not obtain any new secured debt during 2019 or 2020.
32
Interest costs during the period of construction of real estate properties are capitalized and offset against interest expense. Capitalized interest increased by $1,198,000 for 2020 as compared to 2019. The increase is due to changes in development spending and borrowing rates.
Depreciation and amortization
expense increased $11,635,000 for 2020 compared to 2019 primarily due to the operating properties acquired by the Company during 2019 and 2020 and the properties transferred from
Development and value-add properties
in 2019 and 2020, partially offset by operating properties sold in 2019 and 2020.
Gain on sales of real estate investments,
which includes gains on the sales of operating properties, decreased $27,923,000 for 2020 as compared to 2019. The Company's 2019 and 2020 sales transactions are described below in
Real Estate Sold and Held for Sale/Discontinued Operations.
Real Estate Improvements
Real estate improvements for EastGroup’s operating properties for the years ended December 31, 2020 and 2019 were as follows:
|
Estimated
Useful Life |
Years Ended December 31, | ||||||||||||||||
| 2020 | 2019 | ||||||||||||||||
| (In thousands) | |||||||||||||||||
| Upgrade on Acquisitions | 40 yrs | $ | 298 | 1,863 | |||||||||||||
| Tenant Improvements: | |||||||||||||||||
| New Tenants | Lease Life | 11,811 | 13,113 | ||||||||||||||
| Renewal Tenants | Lease Life | 3,284 | 3,908 | ||||||||||||||
| Other: | |||||||||||||||||
| Building Improvements | 5-40 yrs | 4,962 | 5,304 | ||||||||||||||
| Roofs | 5-15 yrs | 8,529 | 12,179 | ||||||||||||||
| Parking Lots | 3-5 yrs | 568 | 1,455 | ||||||||||||||
| Other | 5 yrs | 803 | 834 | ||||||||||||||
|
Total Real Estate Improvements
(1)
|
$ | 30,255 | 38,656 | ||||||||||||||
(1)
Reconciliation of Total Real Estate Improvements to
Real Estate Improvements
on the Consolidated Statements of Cash Flows:
| Years Ended December 31, | ||||||||||||||
| 2020 | 2019 | |||||||||||||
| (In thousands) | ||||||||||||||
| Total Real Estate Improvements | $ | 30,255 | 38,656 | |||||||||||
| Change in Real Estate Property Payables | (373) | (876) | ||||||||||||
| Change in Construction in Progress | 3,249 | (5) | ||||||||||||
|
Real Estate Improvements
on the Consolidated Statements of Cash Flows
|
$ | 33,131 | 37,775 | |||||||||||
Capitalized Leasing Costs
The Company’s leasing costs (principally commissions) are capitalized and included in
Other assets
. The costs are amortized over the terms of the associated leases, and the amortization is included in
Depreciation and amortization
expense. Capitalized leasing costs for the years ended December 31, 2020 and 2019 were as follows:
|
Estimated
Useful Life |
Years Ended December 31, | ||||||||||||||||
| 2020 | 2019 | ||||||||||||||||
| (In thousands) | |||||||||||||||||
| Development and Value-Add | Lease Life | $ | 5,223 | 8,065 | |||||||||||||
| New Tenants | Lease Life | 5,732 | 5,900 | ||||||||||||||
| Renewal Tenants | Lease Life | 7,244 | 5,069 | ||||||||||||||
| Total Capitalized Leasing Costs | $ | 18,199 | 19,034 | ||||||||||||||
| Amortization of Leasing Costs | $ | 14,449 | 13,167 | ||||||||||||||
33
Real Estate Sold and Held for Sale/Discontinued Operations
The Company considers a real estate property to be held for sale when it meets the criteria established under ASC 360,
Property, Plant and Equipment,
including when it is probable that the property will be sold within a year. Real estate properties held for sale are reported at the lower of the carrying amount or fair value less estimated costs to sell and are not depreciated while they are held for sale.
The Company did not classify any properties as held for sale as of December 31, 2020 and 2019.
In accordance with FASB Accounting Standards Update (“ASU”) 2014-08,
Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360), Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,
the Company would report a disposal of a component of an entity or a group of components of an entity in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results when the component or group of components meets the criteria to be classified as held for sale or when the component or group of components is disposed of by sale or other than by sale. In addition, the Company would provide additional disclosures about both discontinued operations and the disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements. EastGroup performs an analysis of properties sold to determine whether the sales qualify for discontinued operations presentation.
The Company does not consider its sales in 2019 and 2020 to be disposals of a component of an entity or a group of components of an entity representing a strategic shift that has (or will have) a major effect on the entity's operations and financial results.
EastGroup sold the following operating properties during 2020: University Business Center 120 in Santa Barbara and Central Green in Houston. The properties (126,000 square feet combined) were sold for $21.0 million and the Company recognized gains on the sales of $13.1 million.
In 2019, EastGroup sold the following operating properties: World Houston 5 in Houston, Altamonte Commerce Center in Orlando, Southpointe Distribution Center in Tucson and three of its four University Business Center buildings in Santa Barbara, California. The properties (617,000 square feet combined) were sold for $68.5 million and the Company recognized gains on the sales of $41.1 million. The Company also sold (through eminent domain procedures) a small parcel of land (0.2 acres) adjacent to its Siempre Viva Distribution Center 1 in San Diego for $185,000 and the Company recognized a gain on the sale of $83,000.
The gains and losses on the sales of land are included in
Other
on the Consolidated Statements of Income and Comprehensive Income, and the gains and losses on the sales of operating properties are included in
Gain on sales of real estate investments
. See Notes 1(f) and 2 in the Notes to Consolidated Financial Statements for more information related to discontinued operations and gains and losses on sales of real estate investments.
2019 Compared to 2018
A discussion of changes in the Company's results of operations between 2019 and 2018 has been omitted from this Form 10-K and can be found in “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” under “2019 Compared to 2018” of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
RECENT ACCOUNTING PRONOUNCEMENTS
EastGroup has evaluated all ASUs recently released by the FASB through the date the financial statements were issued and determined that the following ASUs apply to the Company.
In June 2016, the FASB issued ASU 2016-13
, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,
and subsequently issued ASU 2018-19,
Codification Improvements to Topic 326, Financial Instruments — Credit Losses
in November 2018. The ASUs amend guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost, Topic 326 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. For available for sale debt securities (EastGroup does not currently hold any and does not intend to hold any in the future), credit losses should be measured in a similar manner to current GAAP; however, Topic 326 requires that credit losses be presented as an allowance rather than a write-down. The ASUs affect entities holding financial assets and are effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU
34
2016-13 and ASU 2018-19 on January 1, 2020, and the adoption did not have a material impact on its financial condition, results of operations or disclosures.
In August 2018, the FASB issued ASU 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.
The ASU is intended to improve the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for all entities for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU 2018-13 on January 1, 2020, and the adoption did not have a material impact on its financial condition, results of operations or disclosures.
In March 2020, the FASB issued ASU 2020-04,
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During the three months ended March 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $196,285,000 for the year ended December 31, 2020. The primary other sources of cash were from borrowings on unsecured bank credit facilities; proceeds from unsecured debt; proceeds from common stock offerings; and net proceeds from sales of real estate investments. The Company distributed $119,765,000 in common stock dividends during 2020. Other primary uses of cash were for repayments on unsecured bank credit facilities, unsecured debt and secured debt; the construction and development of properties; purchases of real estate; and capital improvements at various properties.
Total debt at December 31, 2020 and 2019 is detailed below. The Company’s unsecured bank credit facilities and unsecured debt instruments have certain restrictive covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage, and the Company was in compliance with all of its debt covenants at December 31, 2020 and 2019.
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands) | |||||||||||
| Unsecured bank credit facilities - variable rate, carrying amount | $ | 125,000 | 112,710 | ||||||||
|
Unamortized debt issuance costs
|
(806) | (1,316) | |||||||||
| Unsecured bank credit facilities | 124,194 | 111,394 | |||||||||
|
Unsecured debt - fixed rate, carrying amount
(1)
|
1,110,000 | 940,000 | |||||||||
|
Unamortized debt issuance costs
|
(2,292) | (1,885) | |||||||||
| Unsecured debt | 1,107,708 | 938,115 | |||||||||
|
Secured debt - fixed rate, carrying amount
(1)
|
79,096 | 133,422 | |||||||||
|
Unamortized debt issuance costs
|
(103) | (329) | |||||||||
| Secured debt | 78,993 | 133,093 | |||||||||
| Total debt | $ | 1,310,895 | 1,182,602 | ||||||||
(1)
These loans have a fixed interest rate or an effectively fixed interest rate due to interest rate swaps.
The Company has a $350 million unsecured bank credit facility with a group of nine banks; the facility has a maturity date of July 30, 2022. The credit facility contains options for two six-month extensions (at the Company's election) and a $150 million accordion (with agreement by all parties). The interest rate on each tranche is usually reset on a monthly basis and as of
35
December 31, 2020, was LIBOR plus 100 basis points with an annual facility fee of 20 basis points. The margin and facility fee are subject to changes in the Company's credit ratings. As of December 31, 2020, the Company had $125,000,000 of variable rate borrowings outstanding on this unsecured bank credit facility with a weighted average interest rate of 1.152%. The Company has a standby letter of credit of $674,000 pledged on this facility.
The Company also has a $45 million unsecured bank credit facility with a maturity date of July 30, 2022, or such later date as designated by the bank; the Company also has two six-month extensions available if the extension options in the $350 million facility are exercised. The interest rate is reset on a daily basis and as of December 31, 2020, was LIBOR plus 100 basis points with an annual facility fee of 20 basis points. The margin and facility fee are subject to changes in the Company's credit ratings. As of December 31, 2020, the interest rate was 1.144% with no outstanding balance.
As market conditions permit, EastGroup issues equity and/or employs fixed rate debt, including variable rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, to replace the short-term bank borrowings. The Company believes its current operating cash flow and unsecured bank credit facilities provide the capacity to fund the operations of the Company. The Company also believes it can obtain debt financing and issue common and/or preferred equity. For future debt issuances, the Company intends to issue primarily unsecured fixed rate debt, including variable rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps. The Company may also access the public debt market in the future as a means to raise capital.
In March 2020, the Company closed a $100 million senior unsecured term loan with a seven-year term and interest only payments. It bears interest at the annual rate of LIBOR plus an applicable margin (1.45% as of December 31, 2020) based on the Company’s senior unsecured long-term debt rating. The Company also entered into an interest rate swap agreement to convert the loan’s LIBOR rate component to a fixed interest rate for the entire term of the loan providing a total effective fixed interest rate of 2.39%.
In July 2020, the Company and a group of lenders agreed to terms on the private placement of $175 million of senior unsecured notes with a weighted average fixed interest rate of 2.65%. The $100 million note has a 10-year term and a fixed interest rate of 2.61%, and the $75 million note has a 12-year term and a fixed interest rate of 2.71%. These maturity dates complement the Company's existing debt maturity schedule. The notes dated August 17, 2020, were issued and sold on October 14, 2020 and require interest-only payments. The notes will not be and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
In August 2020, the Company made a required $30 million principal repayment on $100 million of senior unsecured notes with a fixed interest rate of 3.80%.
In October 2020, EastGroup repaid (with no penalty) a mortgage loan with a balance of $45.9 million, an interest rate of 4.39% and an original maturity date of January 5, 2021.
In December 2020, the Company repaid a $75 million unsecured term loan at maturity with an effectively fixed interest rate of 3.45%.
In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee (“ARRC”) which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to USD-LIBOR in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. In November 2020, the Intercontinental Exchange (“ICE”) Benchmark Administration Limited (“IBA”), the administrator of LIBOR, announced that it would consult on its intention to cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023.
The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form.
36
The Company’s unsecured bank credit facilities, senior unsecured term loans and interest rate swap contracts are indexed to LIBOR. The Company is continuously monitoring and evaluating the related risks, which include interest on loans and amounts received and paid on derivative instruments. These risks arise in connection with transitioning contracts to a new alternative rate, including any resulting value transfer that may occur. The value of loans or derivative instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued as interest rates may be adversely affected. While we expect LIBOR to be available in substantially its current form until the end of 2021, it is possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference rate will be accelerated and magnified.
Each of the Company’s contracts, which are indexed to LIBOR, include provisions for a replacement rate which will be substantially equivalent to the all-in LIBOR-based interest rate in effect prior to its replacement. Therefore, the Company believes the transition will not have a material impact on our consolidated financial statements.
On December 20, 2019, EastGroup entered into sales agreements with each of BNY Mellon Capital Markets, LLC; BofA Securities, Inc.; BTIG, LLC; Jefferies LLC; Raymond James & Associates, Inc.; Regions Securities LLC; and Wells Fargo Securities, LLC in connection with the establishment of a continuous common equity offering program pursuant to which the Company may sell shares of its common stock with an aggregate gross sales price of up to $750,000,000 from time to time in transactions that are deemed to be "at the market" offerings as defined in Rule 415 of the Securities Act of 1933, as amended, or certain other transactions (the “ATM Program”). As of February 17, 2021, the Company sold an aggregate of 709,924 shares of common stock with gross proceeds of $93,938,000 under the ATM Program; therefore, under the ATM Program, EastGroup may offer and sell shares of its common stock having an aggregate offering price of up to $656,062,000 through the sales agents.
During the year ended December 31, 2020, EastGroup issued and sold 709,924 shares of common stock under its ATM Program at an average price of $132.32 per share with gross proceeds to the Company of $93,938,000. The Company incurred offering-related costs of $1,275,000 during the year, resulting in net proceeds to the Company of $92,663,000.
37
Contractual Obligations
EastGroup’s fixed, non-cancelable obligations as of December 31, 2020 were as follows:
| Payments Due by Period | |||||||||||||||||||||||||||||
| Total |
Less Than
1 Year |
1-3 Years | 3-5 Years |
More Than
5 Years |
|||||||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||||||||
|
Unsecured Bank Credit Facilities
(1)
(2)
|
$ | 125,000 | — | 125,000 | — | — | |||||||||||||||||||||||
|
Interest on Unsecured Bank Credit Facilities
(3)
|
3,577 | 2,230 | 1,347 | — | — | ||||||||||||||||||||||||
|
Unsecured Debt
(1)
|
1,110,000 | 40,000 | 190,000 | 215,000 | 665,000 | ||||||||||||||||||||||||
| Interest on Unsecured Debt | 215,969 | 35,024 | 63,001 | 52,292 | 65,652 | ||||||||||||||||||||||||
|
Secured Debt
(1)
|
79,096 | 44,285 | 32,889 | 250 | 1,672 | ||||||||||||||||||||||||
| Interest on Secured Debt | 2,921 | 2,451 | 269 | 139 | 62 | ||||||||||||||||||||||||
|
Dividends Payable
(4)
|
31,244 | 31,244 | — | — | — | ||||||||||||||||||||||||
| Operating Lease Obligations: | |||||||||||||||||||||||||||||
| Office Leases | 1,720 | 473 | 757 | 442 | 48 | ||||||||||||||||||||||||
| Ground Leases | 21,489 | 975 | 1,955 | 2,007 | 16,552 | ||||||||||||||||||||||||
|
Real Estate Property Obligations
(5)
|
5,992 | 5,992 | — | — | — | ||||||||||||||||||||||||
|
Development and Value-Add Obligations
(6)
|
33,026 | 33,026 | — | — | — | ||||||||||||||||||||||||
|
Tenant Improvements
(7)
|
12,962 | 12,962 | — | — | — | ||||||||||||||||||||||||
| Purchase Obligations | 33,550 | 33,550 | — | — | — | ||||||||||||||||||||||||
| Total | $ | 1,676,546 | 242,212 | 415,218 | 270,130 | 748,986 | |||||||||||||||||||||||
(1)
These amounts are included on the Consolidated Balance Sheets net of unamortized debt issuance costs.
(2)
The Company’s balances under its unsecured bank credit facilities change depending on the Company’s cash needs and, as such, both the principal amounts and the interest rates are subject to variability. At December 31, 2020, the weighted average interest rate was 1.152% on the $125,000,000 of variable rate debt that matures in July 2022. The $350 million unsecured credit facility has options for two six-month extensions (at the Company's election) and a $150 million accordion (with agreement by all parties). The $45 million unsecured credit facility automatically extends for two six-month terms if the extension options in the $350 million revolving facility are exercised. As of December 31, 2020, the interest rate on the $350 million facility was LIBOR plus 100 basis points (weighted average interest rate of 1.152%) with an annual facility fee of 20 basis points, and the interest rate on the $45 million facility, which resets on a daily basis, was LIBOR plus 100 basis points (1.144%) with an annual facility fee of 20 basis points. The margin and facility fee are subject to changes in the Company's credit ratings.
(3)
Represents an estimate of interest due on the Company's unsecured bank credit facilities based on the outstanding unsecured credit facilities as of December 31, 2020 and interest rates and maturity dates on the facilities as of December 31, 2020 as discussed in note 2 above.
(4)
Represents dividends declared during December 2020, which were paid in January 2021. Dividends Payable excludes dividends payable on unvested restricted stock of $1,433,000, which are subject to continued service and will be paid upon vesting in future periods.
(5)
Represents commitments on real estate properties, except for tenant improvement obligations.
(6)
Represents commitments on properties in the Company's development and value-add program, except for tenant improvement obligations.
(7)
Represents tenant improvement allowance obligations.
The Company anticipates that its current cash balance, operating cash flows, borrowings under its unsecured bank credit facilities, proceeds from new debt and/or proceeds from the issuance of equity instruments will be adequate for (i) operating and administrative expenses, (ii) normal repair and maintenance expenses at its properties, (iii) debt service obligations, (iv) maintaining compliance with its debt covenants, (v) distributions to stockholders, (vi) capital improvements, (vii) purchases of properties, (viii) development, and (ix) any other normal business activities of the Company, both in the short-term and long-term, including after taking into account the effects of the COVID-19 pandemic.
Off-Balance Sheet Arrangements
The Company has no material off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
INFLATION AND OTHER ECONOMIC CONSIDERATIONS
Most of the Company's leases include scheduled rent increases. Additionally, most of the Company's leases require the tenants to pay their pro rata share of operating expenses, including real estate taxes, insurance and common area maintenance, thereby reducing the Company's exposure to increases in operating expenses resulting from inflation or other factors. In the event
38
inflation causes increases in the Company’s general and administrative expenses or the level of interest rates, such increased costs would not be passed through to tenants and could adversely affect the Company’s results of operations.
EastGroup's financial results are affected by general economic conditions in the markets in which the Company's properties are located. The state of the economy, or other adverse changes in general or local economic conditions resulting from the ongoing COVID-19 pandemic or general economic conditions, could result in the inability of some of the Company's existing tenants to make lease payments and may therefore increase the reserves for uncollectible rent. It may also impact the Company’s ability to (i) renew leases or re-lease space as leases expire, or (ii) lease development space. In addition, an economic downturn or recession, including but not limited to the ongoing COVID-19 pandemic, could also lead to an increase in overall vacancy rates or a decline in rents the Company can charge to re-lease properties upon expiration of current leases. In all of these cases, EastGroup’s cash flows would be adversely affected.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to interest rate changes primarily as a result of its unsecured bank credit facilities and long-term debt maturities. This debt is used to maintain liquidity and fund capital expenditures and expansion of the Company’s real estate investment portfolio and operations. The Company’s objective for interest rate risk management is to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. The Company has two variable rate unsecured bank credit facilities as discussed under the heading
Liquidity and Capital Resources
in Part II, Item 7 of this Annual Report on Form 10-K. As market conditions permit, EastGroup issues equity and/or employs fixed rate debt, including variable rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, to replace the short-term bank borrowings. The Company's interest rate swaps are discussed in Note 13 in the Notes to Consolidated Financial Statements. The table below presents the principal payments due and weighted average interest rates, which include the impact of interest rate swaps, for both the fixed rate and variable rate debt as of December 31, 2020.
| 2021 | 2022 | 2023 | 2024 | 2025 | Thereafter | Total | Fair Value | ||||||||||||||||||||||||||||||||||||||||
|
Unsecured bank credit facilities - variable
rate
(in thousands)
|
$ | — | 125,000 | (1) | — | — | — | — | 125,000 |
124,820
(2)
|
|||||||||||||||||||||||||||||||||||||
|
Weighted average
interest rate
|
— | 1.15% | (3) | — | — | — | — | 1.15% | |||||||||||||||||||||||||||||||||||||||
|
Unsecured debt - fixed
rate
(in thousands)
|
$ | 40,000 | 75,000 | 115,000 | 120,000 | 95,000 | 665,000 | 1,110,000 |
1,141,803
(4)
|
||||||||||||||||||||||||||||||||||||||
|
Weighted average
interest rate
|
2.34% | 3.03% | 2.96% | 3.47% | 3.94% | 3.14% | 3.19% | ||||||||||||||||||||||||||||||||||||||||
|
Secured debt - fixed
rate
(in thousands)
|
$ | 44,285 | 32,770 | 119 | 122 | 128 | 1,672 | 79,096 |
80,435
(4)
|
||||||||||||||||||||||||||||||||||||||
|
Weighted average
interest rate
|
4.71% | 4.09% | 3.85% | 3.85% | 3.85% | 3.85% | 4.43% | ||||||||||||||||||||||||||||||||||||||||
(1)
The variable rate unsecured bank credit facilities mature in July 2022 and as of December 31, 2020, have balances of $125,000,000 on the $350 million unsecured bank credit facility and $0 on the $45 million unsecured bank credit facility.
(2)
The fair value of the Company’s variable rate debt is estimated by discounting expected cash flows at current market rates, excluding the effects of debt issuance costs.
(3)
Represents the weighted average interest rate for the Company's variable rate unsecured bank credit facilities as of December 31, 2020.
(4)
The fair value of the Company’s fixed rate debt, including variable rate debt that has been swapped to an effectively fixed rate through the use of interest rate swaps, is estimated by discounting expected cash flows at the rates currently offered to the Company for debt of the same remaining maturities, as advised by the Company’s bankers, excluding the effects of debt issuance costs.
As the table above incorporates only those exposures that existed as of December 31, 2020, it does not consider those exposures or positions that could arise after that date. If the weighted average interest rate on the variable rate unsecured bank credit facilities, as shown above, changes by 10%, or approximately 12 basis points, interest expense and cash flows would increase or decrease by approximately $144,000 annually. This does not include variable rate debt that has been effectively fixed through the use of interest rate swaps.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information required by this Item 8 is hereby incorporated by reference to the Company’s Consolidated Financial Statements beginning on page
42
of this Annual Report on Form 10-K.
39
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
(i)
Disclosure Controls and Procedures.
The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2020, the Company’s disclosure controls and procedures were effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.
(ii)
Internal Control Over Financial Reporting.
(a)
Management's annual report on internal control over financial reporting.
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). EastGroup’s Management Report on Internal Control Over Financial Reporting is set forth in Part IV, Item 15 of this Form 10-K on page
47
and is incorporated herein by reference.
(b)
Report of the independent registered public accounting firm.
The report of KPMG LLP, the Company's independent registered public accounting firm, on the Company's internal control over financial reporting is set forth in Part IV, Item 15 of this Form 10-K on page
48
and is incorporated herein by reference.
(c)
Changes in internal control over financial reporting.
There was no change in the Company's internal control over financial reporting during the Company's fourth fiscal quarter ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Not applicable.
40
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The information required by Item 10 will be included in the Company’s definitive proxy statement to be filed with the SEC relating to the Company’s 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information required by Item 11 will be included in the Company’s definitive proxy statement to be filed with the SEC relating to the Company’s 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required by Item 12 will be included in the Company’s definitive proxy statement to be filed with the SEC relating to the Company’s 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
The information required by Item 13 will be included in the Company’s definitive proxy statement to be filed with the SEC relating to the Company’s 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
The information required by Item 14 will be included in the Company’s definitive proxy statement to be filed with the SEC relating to the Company’s 2021 Annual Meeting of Stockholders and is incorporated herein by reference.
41
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| Financial Statements | Page | |||||||
| The following documents are filed as part of this Annual Report on Form 10-K: | ||||||||
| Financial Statement Schedules | Page | |||||||
| The following documents are filed as part of this Annual Report on Form 10-K: | ||||||||
| All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted, or the required information is included in the Notes to Consolidated Financial Statements. | ||||||||
42
| Exhibits | ||||||||
| The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2020: | ||||||||
| Exhibit Number | Description | ||||
|
Articles of Incorporation of EastGroup Properties, Inc. (
incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Form DEF 14A (File No. 001-07094) filed April 4, 1997
).
|
|||||
|
Amended and Restated Bylaws of EastGroup Properties, Inc. (
incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-07094) filed March 3, 2017
).
|
|||||
|
Description of Securities (
incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K (File No. 001-07094) filed February 13, 2020
).
|
|||||
|
EastGroup Properties, Inc. 2013 Equity Incentive Plan, as amended and restated as of March 3, 2017 (
incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No. 001-07094) filed March 3, 2017
).
|
|||||
|
Form of Severance and Change in Control Agreement entered into by and between the Company and each of Marshall A. Loeb, Brent W. Wood and John F. Coleman (
incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-07094) filed May 18, 2016
).
|
|||||
|
Form of Severance and Change in Control Agreement by and between the Company and each of Ryan M. Collins and R. Reid Dunbar (
incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-07094) filed May 18, 2016
).
|
|||||
|
EastGroup Properties, Inc. Director Compensation Program Including the Independent Director Compensation Policy pursuant to the 2013 Equity Incentive Plan (
incorporated by reference to Exhibit 10(g) to the Company’s Annual Report on Form 10-K (File No. 001-07094) filed February 14, 2018
).
|
|||||
|
Note Purchase Agreement, dated as of August 28, 2013, by and among EastGroup Properties, L.P., the Company and each of the Purchasers of the Notes party thereto (
incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-07094) filed August 30, 2013
).
|
|||||
|
Fourth Amended and Restated Credit Agreement, dated as of June 14, 2018, by and among EastGroup Properties, L.P.; the Company; PNC Bank, National Association, as Administrative Agent; Regions Bank as Syndication Agent; U.S. Bank National Association, Wells Fargo Bank, National Association and Bank of America, N.A., as Co-Documentation Agents; PNC Capital Markets LLC and Regions Capital Markets, as Joint Lead Arrangers and Joint Bookrunners; and the Lenders thereunder (
incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-07094) filed June 14, 2018
).
|
|||||
|
Note Purchase Agreement, dated as of August 17, 2020, among EastGroup Properties, L.P., the Company and the purchasers of the notes party thereto (including the form of the 2.61% Series A Senior Notes due October 14, 2030 and the 2.71% Series B Senior Notes due October 14, 2032)
(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-07094) filed August 21, 2020)
.
|
|||||
|
Form of Indemnification Agreement entered into by and between the Company and each of its directors and executive officers (
incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-07094) filed October 28, 2020
).
|
|||||
|
Form of First Amendment to the Severance and Change in Control Agreement, entered into by and between the Company and each of R. Reid Dunbar and Ryan M. Collins
(incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-07094) filed October 28, 2020)
.
|
|||||
|
Form of Severance and Change in Control Agreement, entered into by and between the Company and Staci H. Tyler
(incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q (File No. 001-07094) filed October 28, 2020)
.
|
|||||
|
Subsidiaries of the Company (
filed herewith
).
|
|||||
|
Consent of KPMG LLP (
filed herewith
).
|
|||||
|
Powers of attorney (
included on signature page hereto
).
|
|||||
|
Rule 13a-14(a)/15d-14(a) Certifications (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) of Marshall A. Loeb, Chief Executive Officer (
filed herewith
).
|
|||||
|
Rule 13a-14(a)/15d-14(a) Certifications (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) of Brent W. Wood, Chief Financial Officer (
filed herewith
).
|
|||||
|
Section 1350 Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) of Marshall A. Loeb, Chief Executive Officer (
furnished herewith
).
|
|||||
43
| Exhibit Number | Description | ||||
|
Section 1350 Certifications (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) of Brent W. Wood, Chief Financial Officer (
furnished herewith
).
|
|||||
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document
(filed herewith)
|
||||
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document
(filed herewith)
|
||||
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document
(filed herewith)
|
||||
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document
(filed herewith)
|
||||
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document
(filed herewith)
|
||||
| 104 |
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)
(filed herewith)
|
||||
* Indicates a management contract or any compensatory plan, contract or arrangement.
44
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
EASTGROUP PROPERTIES, INC.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of EastGroup Properties, Inc. and subsidiaries (the Company) as of December 31, 2020 and 2019, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 17, 2021 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of the estimated fair value assigned to land in an asset acquisition
As discussed in Note 1(j) to the consolidated financial statements, the Company acquired $76,518,000 of real estate properties and development and value-add properties during 2020 that were accounted for as asset acquisitions, of which $23,565,000 of the total purchase price was allocated to land. The purchase price in an asset acquisition is allocated among the individual components of both the tangible and intangible assets and liabilities acquired based on their relative fair values.
We identified the evaluation of the estimated fair value of land as a critical audit matter. Specifically, evaluating the relevance of comparable land sales used in the Company’s determination of the estimated fair value involved subjective auditor judgment. Professionals with specialized skills and knowledge were required to evaluate the relevance of the comparable land sales.
45
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness over the Company's control to identify and select publicly available comparable land sales within the Company’s process to estimate fair value of land in an asset acquisition. We involved valuation professionals with specialized skills and knowledge who assisted in evaluating the Company’s estimate of fair value of land by comparing to our independently established ranges of comparable land sales developed using publicly available market data.
| /s/ KPMG LLP | |||||
| We have served as the Company's auditor since 1970. | |||||
| Jackson, Mississippi | |||||
| February 17, 2021 | |||||
46
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
EastGroup’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, EastGroup conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in
Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. The design of any system of internal control over financial reporting is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Based on EastGroup’s evaluation under the framework in
Internal Control – Integrated Framework (2013)
, management concluded that our internal control over financial reporting was effective as of December 31, 2020.
| /s/ EASTGROUP PROPERTIES, INC. | |||||
| Ridgeland, Mississippi | |||||
| February 17, 2021 | |||||
47
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
EASTGROUP PROPERTIES, INC.:
Opinion on Internal Control Over Financial Reporting
We have audited EastGroup Properties, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in
Internal Control – Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2020, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 17, 2021 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
| /s/ KPMG LLP | |||||
| Jackson, Mississippi | |||||
| February 17, 2021 | |||||
48
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands, except share and per share data) | |||||||||||
| ASSETS | |||||||||||
| Real estate properties | $ |
|
|
||||||||
| Development and value-add properties |
|
|
|||||||||
|
|
|
||||||||||
| Less accumulated depreciation |
(
|
(
|
|||||||||
|
|
|
||||||||||
| Unconsolidated investment |
|
|
|||||||||
| Cash |
|
|
|||||||||
| Other assets |
|
|
|||||||||
| TOTAL ASSETS | $ |
|
|
||||||||
| LIABILITIES AND EQUITY | |||||||||||
| LIABILITIES | |||||||||||
| Unsecured bank credit facilities | $ |
|
|
||||||||
| Unsecured debt |
|
|
|||||||||
| Secured debt |
|
|
|||||||||
| Accounts payable and accrued expenses |
|
|
|||||||||
| Other liabilities |
|
|
|||||||||
| Total Liabilities |
|
|
|||||||||
| EQUITY | |||||||||||
| Stockholders’ Equity: | |||||||||||
|
Common stock; $0.0001 par value; 70,000,000 shares authorized;
39,676,828 shares issued and outstanding at December 31, 2020 and 38,925,953 at December 31, 2019 |
|
|
|||||||||
|
Excess shares; $0.0001 par value; 30,000,000 shares authorized;
no shares issued |
|
|
|||||||||
| Additional paid-in capital |
|
|
|||||||||
| Distributions in excess of earnings |
(
|
(
|
|||||||||
| Accumulated other comprehensive income (loss) |
(
|
|
|||||||||
| Total Stockholders’ Equity |
|
|
|||||||||
| Noncontrolling interest in joint ventures |
|
|
|||||||||
| Total Equity |
|
|
|||||||||
| TOTAL LIABILITIES AND EQUITY | $ |
|
|
||||||||
See accompanying Notes to Consolidated Financial Statements.
49
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||
| REVENUES | |||||||||||||||||
| Income from real estate operations | $ |
|
|
|
|||||||||||||
| Other revenue |
|
|
|
||||||||||||||
|
|
|
|
|||||||||||||||
| EXPENSES | |||||||||||||||||
| Expenses from real estate operations |
|
|
|
||||||||||||||
| Depreciation and amortization |
|
|
|
||||||||||||||
| General and administrative |
|
|
|
||||||||||||||
| Indirect leasing costs |
|
|
|
||||||||||||||
|
|
|
|
|||||||||||||||
| OTHER INCOME (EXPENSE) | |||||||||||||||||
| Interest expense |
(
|
(
|
(
|
||||||||||||||
| Gain on sales of real estate investments |
|
|
|
||||||||||||||
| Other |
|
|
|
||||||||||||||
| NET INCOME |
|
|
|
||||||||||||||
| Net income attributable to noncontrolling interest in joint ventures |
(
|
(
|
(
|
||||||||||||||
| NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS |
|
|
|
||||||||||||||
| Other comprehensive income (loss) – cash flow hedges |
(
|
(
|
|
||||||||||||||
| TOTAL COMPREHENSIVE INCOME | $ |
|
|
|
|||||||||||||
| BASIC PER COMMON SHARE DATA FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS | |||||||||||||||||
| Net income attributable to common stockholders | $ |
|
|
|
|||||||||||||
| Weighted average shares outstanding |
|
|
|
||||||||||||||
| DILUTED PER COMMON SHARE DATA FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS | |||||||||||||||||
| Net income attributable to common stockholders | $ |
|
|
|
|||||||||||||
| Weighted average shares outstanding |
|
|
|
||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
50
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
|
Common
Stock |
Additional
Paid-In Capital |
Distributions
In Excess Of Earnings |
Accumulated
Other Comprehensive Income (Loss) |
Noncontrolling
Interest in Joint Ventures |
Total | ||||||||||||||||||||||||||||||
| (In thousands, except share and per share data) | |||||||||||||||||||||||||||||||||||
| Balance, December 31, 2017 | $ |
|
|
(
|
|
|
|
||||||||||||||||||||||||||||
| Net income |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Net unrealized change in fair value of cash flow hedges
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Common dividends declared – $2.72 per share |
|
|
(
|
|
|
(
|
|||||||||||||||||||||||||||||
| Stock-based compensation, net of forfeitures |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Issuance of 1,706,474 shares of common stock, common stock offering, net of expenses
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Issuance of 1,844 shares of common stock,
dividend reinvestment plan |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Withheld 23,824 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock
|
|
(
|
|
|
|
(
|
|||||||||||||||||||||||||||||
|
Purchase of noncontrolling interest in joint venture
|
|
(
|
|
|
|
(
|
|||||||||||||||||||||||||||||
| Contributions from noncontrolling interest |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Distributions to noncontrolling interest |
|
|
|
|
(
|
(
|
|||||||||||||||||||||||||||||
| Balance, December 31, 2018 |
|
|
(
|
|
|
|
|||||||||||||||||||||||||||||
| Net income |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Net unrealized change in fair value of cash flow hedges
|
|
|
|
(
|
|
(
|
|||||||||||||||||||||||||||||
| Common dividends declared – $2.94 per share |
|
|
(
|
|
|
(
|
|||||||||||||||||||||||||||||
| Stock-based compensation, net of forfeitures |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Issuance of 2,388,342 shares of common stock, common stock offering, net of expenses
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Issuance of 1,893 shares of common stock,
dividend reinvestment plan |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Withheld 28,955 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock
|
|
(
|
|
|
|
(
|
|||||||||||||||||||||||||||||
| Contributions from noncontrolling interest |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Distributions to noncontrolling interest |
|
|
|
|
(
|
(
|
|||||||||||||||||||||||||||||
| Balance, December 31, 2019 |
|
|
(
|
|
|
|
|||||||||||||||||||||||||||||
| Net income |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Net unrealized change in fair value of cash flow hedges |
|
|
|
(
|
|
(
|
|||||||||||||||||||||||||||||
| Common dividends declared – $3.08 per share |
|
|
(
|
|
|
(
|
|||||||||||||||||||||||||||||
| Stock-based compensation, net of forfeitures |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Issuance of 709,924 shares of common stock, common stock offering, net of expenses |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Withheld 36,445 shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock |
|
(
|
|
|
|
(
|
|||||||||||||||||||||||||||||
| Contributions from noncontrolling interest |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Distributions to noncontrolling interest |
|
|
|
|
(
|
(
|
|||||||||||||||||||||||||||||
| Sale of noncontrolling interest in joint venture |
|
(
|
|
|
(
|
(
|
|||||||||||||||||||||||||||||
| Balance, December 31, 2020 | $ |
|
|
(
|
(
|
|
|
||||||||||||||||||||||||||||
See accompanying Notes to Consolidated Financial Statements.
51
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| OPERATING ACTIVITIES | |||||||||||||||||
| Net income | $ |
|
|
|
|||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation and amortization |
|
|
|
||||||||||||||
| Stock-based compensation expense |
|
|
|
||||||||||||||
| Gain on sales of real estate investments and non-operating real estate |
(
|
(
|
(
|
||||||||||||||
| Gain on casualties and involuntary conversion on real estate assets |
(
|
(
|
(
|
||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Accrued income and other assets |
(
|
(
|
(
|
||||||||||||||
| Accounts payable, accrued expenses and prepaid rent |
(
|
|
(
|
||||||||||||||
| Other |
|
|
|
||||||||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES |
|
|
|
||||||||||||||
| INVESTING ACTIVITIES | |||||||||||||||||
| Development and value-add properties |
(
|
(
|
(
|
||||||||||||||
| Purchases of real estate |
(
|
(
|
(
|
||||||||||||||
| Real estate improvements |
(
|
(
|
(
|
||||||||||||||
| Net proceeds from sales of real estate investments and non-operating real estate |
|
|
|
||||||||||||||
| Proceeds from casualties and involuntary conversion on real estate assets |
|
|
|
||||||||||||||
| Repayments on mortgage loans receivable |
|
|
|
||||||||||||||
| Changes in accrued development costs |
(
|
(
|
|
||||||||||||||
| Changes in other assets and other liabilities |
(
|
(
|
(
|
||||||||||||||
| NET CASH USED IN INVESTING ACTIVITIES |
(
|
(
|
(
|
||||||||||||||
| FINANCING ACTIVITIES | |||||||||||||||||
| Proceeds from unsecured bank credit facilities |
|
|
|
||||||||||||||
| Repayments on unsecured bank credit facilities |
(
|
(
|
(
|
||||||||||||||
| Proceeds from unsecured debt |
|
|
|
||||||||||||||
| Repayments on unsecured debt |
(
|
(
|
(
|
||||||||||||||
| Repayments on secured debt |
(
|
(
|
(
|
||||||||||||||
| Debt issuance costs |
(
|
(
|
(
|
||||||||||||||
| Distributions paid to stockholders (not including dividends accrued) |
(
|
(
|
(
|
||||||||||||||
| Proceeds from common stock offerings |
|
|
|
||||||||||||||
| Proceeds from dividend reinvestment plan |
|
|
|
||||||||||||||
| Other |
(
|
(
|
(
|
||||||||||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
|
||||||||||||||
| INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
(
|
(
|
|
||||||||||||||
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
|
|
||||||||||||||
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
$ |
|
|
|
|||||||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | |||||||||||||||||
| Cash paid for interest, net of amount capitalized of $9,651, $8,453, and $6,334 for 2020, 2019 and 2018, respectively | $ |
|
|
|
|||||||||||||
|
Cash paid for operating lease liabilities
|
|
|
|
||||||||||||||
| NON-CASH OPERATING ACTIVITY | |||||||||||||||||
|
Operating lease liabilities arising from obtaining right of use assets
|
$ |
|
|
|
|||||||||||||
See accompanying Notes to Consolidated Financial Statements.
52
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2020, 2019 and 2018
(1)
SIGNIFICANT ACCOUNTING POLICIES
(a)
Principles of Consolidation
The consolidated financial statements include the accounts of EastGroup Properties, Inc. (“EastGroup” or “the Company”), its wholly owned subsidiaries and its investment in any joint ventures in which the Company has a controlling interest.
As of December 31, 2018, EastGroup had an
80
% controlling interest in University Business Center 120 and 130 through a joint venture partnership. During the fourth quarter of 2019, the Company, along with the noncontrolling interest partner, sold University Business Center 130 and as of December 31, 2019, EastGroup had an
80
% controlling interest in University Business Center 120. During the fourth quarter of 2020, the Company sold its
80
% controlling interest in University Business Center 120 and the joint venture partnership was dissolved.
Also during 2019, EastGroup entered into
two
joint venture arrangements. On May 31, 2019, the Company acquired
6.5
acres of land in San Diego, known by the Company as the Miramar Land. In the second quarter of 2019, a joint venture was formed through which EastGroup owns a
95
% controlling interest in this property. Also, on December 31, 2019, the Company acquired
41.6
acres of land in San Diego, known by the Company as the Otay Mesa Land, with the same noncontrolling interest partner with EastGroup owning a
99
% controlling interest in the property.
As of December 31, 2020 and 2019, EastGroup had a
95
% controlling interest in the Miramar Land and a
99
% controlling interest in the Otay Mesa Land.
The Company records
100
% of the assets, liabilities, revenues and expenses of the properties held in joint ventures with the noncontrolling interests provided for in accordance with the joint venture agreements.
The equity method of accounting is used for the Company’s
50
% undivided tenant-in-common interest in Industry Distribution Center II. All significant intercompany transactions and accounts have been eliminated in consolidation.
(b)
Income Taxes
EastGroup, a Maryland corporation, has qualified as a real estate investment trust (“REIT”) under Sections 856-860 of the Internal Revenue Code and intends to continue to qualify as such. To maintain its status as a REIT, the Company is required to, among other things, distribute at least
90
% of its ordinary taxable income to its stockholders. If the Company has a capital gain, it has the option of (i) deferring recognition of the capital gain through a tax-deferred exchange, (ii) declaring and paying a capital gain dividend on any recognized net capital gain resulting in no corporate level tax, or (iii) retaining and paying corporate income tax on its net long-term capital gain, with the shareholders reporting their proportional share of the undistributed long-term capital gain and receiving a credit or refund of their share of the tax paid by the Company. The Company distributed all of its 2020, 2019 and 2018 taxable income to its stockholders. Accordingly, no significant provisions for income taxes were necessary.
The following table summarizes the federal income tax treatment for all distributions by the Company for the years ended 2020, 2019 and 2018.
Federal Income Tax Treatment of Share Distributions
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Common Share Distributions: | (Per share) | ||||||||||||||||
| Ordinary dividends | $ |
|
|
|
|||||||||||||
| Nondividend distributions |
|
|
|
||||||||||||||
| Unrecaptured Section 1250 capital gain |
|
|
|
||||||||||||||
| Other capital gain |
|
|
|
||||||||||||||
| Total Common Share Distributions | $ |
|
|
|
|||||||||||||
EastGroup applies the principles of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 740,
Income Taxes,
when evaluating and accounting for uncertainty in income taxes. With few exceptions, the Company’s 2016 and earlier tax years are closed for examination by U.S. federal, state and local tax authorities. In accordance with the provisions of ASC 740, the Company had no significant uncertain tax positions as of December 31, 2020 and 2019.
53
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(c)
Income Recognition
The Company’s primary revenue is rental income from business distribution space. Minimum rental income from real estate operations is recognized on a straight-line basis. The straight-line rent calculation on leases includes the effects of rent concessions and scheduled rent increases, and the calculated straight-line rent income is recognized over the lives of the individual leases. The Company maintains allowances for doubtful accounts receivable, including straight-line rents receivable, based upon estimates determined by management. Management specifically analyzes aged receivables, customer credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. Revenue is recognized on payments received from tenants for early terminations after all criteria have been met in accordance with ASC 840,
Leases,
prior to January 1, 2019, and in accordance with ASC 842,
Leases,
subsequently
.
In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02,
Leases (Topic 842)
, and in subsequent periods, issued ASU 2018-10, 2018-11, and 2018-20, all of which relate to the new lease accounting guidance. The Company adopted the new lease accounting guidance effective January 1, 2019, and has applied its provisions on a prospective basis. Lessor accounting is largely unchanged under ASU 2016-02. The Company’s primary revenue is rental income; as such, the Company is a lessor on a significant number of leases. The Company is continuing to account for its leases in substantially the same manner. The most significant changes for the Company related to lessor accounting include: (i) the new standard’s narrow definition of initial direct costs for leases, and (ii) the guidance applicable to recording uncollectible rents, as discussed in the following paragraphs.
The new standard’s narrow definition of initial direct costs for leases
— The new definition of initial direct costs results in certain costs (primarily legal costs related to lease negotiations) being expensed rather than capitalized upon adoption of the new standard. EastGroup recorded
Indirect leasing costs
of $
661,000
and $
411,000
on the Consolidated Statements of Income and Comprehensive Income during the years ended December 31, 2020 and 2019, respectively.
The guidance applicable to recording uncollectible rents
— Upon adoption of the lease accounting guidance, reserves for uncollectible accounts are recorded as a reduction to revenue. Prior to adoption, reserves for uncollectible accounts were recorded as bad debt expenses. The standard also provides guidance related to calculating the reserves; however, those changes did not impact the Company.
EastGroup elected the practical expedient permitting lessors to make an accounting policy election by class of underlying asset to not separate non-lease components (such as common area maintenance) of a contract from the lease component to which they relate when specific criteria are met. The Company believes its leases meet the criteria.
The Company has applied the provisions of the new lease accounting standard and provided the required disclosures in the notes to the consolidated financial statements.
The table below presents the components of
Income from real estate operations
for the years ended December 31, 2020 and 2019:
| Years Ended December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands) | |||||||||||
| Lease income — operating leases | $ |
|
|
||||||||
|
Variable lease income
(1)
|
|
|
|||||||||
| Income from real estate operations | $ |
|
|
||||||||
(1)
Primarily includes tenant reimbursements for real estate taxes, insurance and common area maintenance.
In April 2020, the FASB issued
FASB Staff Question-and-Answer (“Q&A”)-Topic 842 and Topic 840: Accounting for Lease Concessions Related to the Effects of the COVID-19 Pandemic
to clarify whether lease concessions related to the effects of the COVID-19 pandemic require the application of lease modification guidance under FASB ASC 842,
Leases
. Under ASC 842,
54
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
an entity must determine, on a lease by lease basis, if a lease concession was the result of a new arrangement reached with the tenant, which would be accounted for under the lease modification framework, or if the lease concession was under the enforceable rights and obligations that existed in the original lease, which would be accounted for outside the lease modification framework. The Q&A provides a practical expedient for entities to make an election to account for certain lease concessions consistent with how those concessions would be accounted for outside of the lease modification framework. This election is available for concessions related to the effects of the COVID-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. The FASB staff provided two possible methods to account for deferral of payments with no substantive changes to the consideration in the original contract: (a) account for the concessions as if no changes to the lease contract were made and, (b) account for the deferred payments as variable lease payments. The Company has elected the practical expedient provided by the FASB staff and is accounting for lease concessions meeting the criterion as if no changes to the lease contract were made. For the year ended December 31, 2020, the Company recognized approximately $
1,483,000
in
Income from real estate operations
from lease concessions under this election.
Future Minimum Rental Receipts Under Non-Cancelable Leases
The Company’s leases with its customers may include various provisions such as scheduled rent increases, renewal options and termination options. The majority of the Company’s leases include defined rent increases rather than variable payments based on an index or unknown rate. In calculating the disclosures presented below, the Company included the fixed, non-cancelable terms of the leases.
The following schedule indicates approximate future minimum rental receipts under non-cancelable leases for real estate properties by year as of December 31, 2020:
| Years Ending December 31, | (In thousands) | |||||||
| 2021 | $ |
|
||||||
| 2022 |
|
|||||||
| 2023 |
|
|||||||
| 2024 |
|
|||||||
| 2025 |
|
|||||||
| Thereafter |
|
|||||||
| Total minimum receipts | $ |
|
||||||
The Company recognizes gains on sales of real estate in accordance with the principles set forth in the Codification. For each transaction, the Company evaluates whether the guidance in ASC 606,
Revenue from Contracts with Customers,
or ASC 610,
Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets,
is applicable. Upon closing of real estate transactions, the provisions of the Codification require consideration of whether the seller has a controlling financial interest in the entity that holds the nonfinancial asset after the transaction. In addition, the seller evaluates whether a contract exists under ASC 606 and whether the counterparty obtained control of each nonfinancial asset that is sold. If a contract exists and the counterparty obtained control of each nonfinancial asset, the seller derecognizes the assets at the close of the transaction with resulting gains or losses reflected on the Consolidated Statements of Income and Comprehensive Income.
(d)
Real Estate Properties
55
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows (including estimated future expenditures necessary to substantially complete the asset) expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the years ended December 31, 2020 and 2019, the Company did not identify any impairment charges which should be recorded.
Depreciation of buildings and other improvements is computed using the straight-line method over estimated useful lives of generally
40
years for buildings and
3
to
15
years for improvements. Building improvements are capitalized, while maintenance and repair expenses are charged to expense as incurred. Significant renovations and improvements that improve or extend the useful life of the assets are capitalized. Depreciation expense was $
96,290,000
, $
86,590,000
and $
76,007,000
for 2020, 2019 and 2018, respectively.
(e)
Development and Value-Add Properties
(f)
Real Estate Held for Sale
(g)
Derivative Instruments and Hedging Activities
(h)
Cash Equivalents
(i)
Amortization
56
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amortization expense for in-place lease intangibles is disclosed below in
Real Estate Property Acquisitions and Acquired Intangibles
.
(j)
Real Estate Property Acquisitions and Acquired Intangibles
Upon acquisition of real estate properties, EastGroup applies the principles of ASC 805,
Business Combinations.
The FASB Codification provides a framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the guidance, companies are required to utilize an initial screening test to determine whether substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set is not a business. EastGroup determined that its real estate property acquisitions in 2020, 2019 and 2018 are considered to be acquisitions of groups of similar identifiable assets; therefore, the acquisitions are not considered to be acquisitions of a business. As a result, the Company has capitalized acquisition costs related to its 2020, 2019 and 2018 acquisitions.
The FASB Codification also provides guidance on how to properly determine the allocation of the purchase price among the individual components of both the tangible and intangible assets based on their relative fair values. If applicable, goodwill for business combinations is recorded when the purchase price exceeds the fair value of the assets and liabilities acquired. Factors considered by management in allocating the cost of the properties acquired include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. The allocation to tangible assets (land, building and improvements) is based upon management’s determination of the value of the property as if it were vacant using discounted cash flow models. Land is valued using comparable land sales specific to the applicable market, provided by a third-party. The Company determines whether any financing assumed is above or below market based upon comparison to similar financing terms for similar properties. The cost of the properties acquired may be adjusted based on indebtedness assumed from the seller that is determined to be above or below market rates.
The purchase price is also allocated among the following categories of intangible assets: the above or below market component of in-place leases, the value of in-place leases, and the value of customer relationships. The value allocable to the above or below market component of an acquired in-place lease is determined based upon the present value (using a discount rate reflecting the risks associated with the acquired leases) of the difference between (i) the contractual amounts to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of the amounts that would be paid using current market rents over the remaining term of the lease. The amounts allocated to above and below market leases are included in
Other assets
and
Other liabilities
, respectively, on the Consolidated Balance Sheets and are amortized to rental income over the remaining terms of the respective leases. The total amount of intangible assets is further allocated to in-place lease values and customer relationship values based upon management’s assessment of their respective values. These intangible assets are included in
Other assets
on the Consolidated Balance Sheets and are amortized over the remaining term of the existing lease, or the anticipated life of the customer relationship, as applicable.
Amortization of above and below market leases increased rental income by $
1,451,000
, $
1,229,000
and $
667,000
in 2020, 2019 and 2018, respectively. Amortization expense for in-place lease intangibles was $
5,620,000
, $
4,967,000
and $
4,204,000
for 2020, 2019 and 2018, respectively.
Projected amortization of in-place lease intangibles for the next five years as of December 31, 2020 is as follows:
| Years Ending December 31, | (In thousands) | |||||||
| 2021 | $ |
|
||||||
| 2022 |
|
|||||||
| 2023 |
|
|||||||
| 2024 |
|
|||||||
| 2025 |
|
|||||||
During 2020, the Company acquired the following operating properties: Wells Point One in Austin; Cherokee 75 Business Center 1 in Atlanta; and The Rock in Dallas. The Company also acquired one value-add property, Rancho Distribution Center in Los Angeles. At the time of acquisition, Rancho Distribution Center was classified in the lease-up phase. The total cost for
57
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
the properties acquired by the Company was $
76,518,000
, of which $
46,240,000
was allocated to
Real estate properties
and $
27,320,000
was allocated to
Development and value-add properties
. EastGroup allocated $
23,565,000
of the total purchase price to land using third party land valuations for the Atlanta, Austin, Dallas and Los Angeles markets. The market values are considered to be Level 3 inputs as defined by ASC 820,
Fair Value Measurement
(see Note 18 for additional information on ASC 820). Intangibles associated with the purchase of real estate were allocated as follows: $
3,257,000
to in-place lease intangibles and $
104,000
to above market leases (both included in
Other assets
on the Consolidated Balance Sheets) and $
403,000
to below market leases (included in
Other liabilities
on the Consolidated Balance Sheets). These costs are amortized over the remaining lives of the associated leases in place at the time of acquisition.
During 2019, the Company acquired the following operating properties: Airways Business Center in Denver; 385 Business Park in Greenville; Grand Oaks 75 Business Center 1 in Tampa; and Siempre Viva Distribution Center 2 and Rocky Point Distribution Center 1 in San Diego. The Company also acquired the following value-add properties: Logistics Center 6 & 7 and Arlington Tech Centre 1 & 2 in Dallas; Grand Oaks 75 Business Center 2 in Tampa; Interstate Commons Distribution Center 2 in Phoenix; Southwest Commerce Center in Las Vegas; and Rocky Point Distribution Center 2 in San Diego. At the time of acquisition, these value-add properties were classified in the lease-up or under construction phase. The total cost for the properties acquired by the Company was $
205,841,000
, of which $
105,301,000
was allocated to
Real estate properties
and $
92,268,000
was allocated to
Development and value-add properties
. EastGroup allocated $
46,778,000
of the total purchase price to land using third party land valuations for the Denver, Greenville, Tampa, Dallas, Phoenix, Las Vegas and San Diego markets. Logistics Center 6 & 7 is located on land under a ground lease; therefore, no value was allocated to land for this transaction. The market values are considered to be Level 3 inputs as defined by ASC 820,
Fair Value Measurement
(see Note 18 for additional information on ASC 820). Intangibles associated with the purchase of real estate were allocated as follows: $
10,020,000
to in-place lease intangibles and $
344,000
to above market leases and $
2,092,000
to below market leases. These costs are amortized over the remaining lives of the associated leases in place at the time of acquisition.
Also during 2019, EastGroup acquired
6.5
acres of operating land in San Diego for $
13,386,000
. In connection with the acquisition, the Company allocated value to land and below market leases. EastGroup recorded land of $
13,979,000
based on third party land valuations for the San Diego market. The market values are considered to be Level 3 inputs as defined by ASC 820,
Fair Value Measurement.
This land, which is included in
Real estate properties
on the Consolidated Balance Sheets, is currently leased to a tenant that operates a parking lot on the site. The Company recorded $
593,000
to below market leases in connection with this land acquisition. These costs are amortized over the remaining life of the associated lease in place at the time of acquisition.
EastGroup also acquired
41.6
acres of operating land in San Diego for $
15,282,000
. This land is included in
Real estate properties
on the Consolidated Balance Sheets. During 2019 and 2020, this land parcel was leased (on a month-to-month basis) to various tenants operating outdoor storage on the site.
During 2019, EastGroup also acquired a small parcel of land (
0.5
acres) adjacent to its Yosemite Distribution Center in Milpitas (San Francisco), California, for $
472,000
. This land is included in
Real estate properties
on the Consolidated Balance Sheets.
During 2018, the Company acquired the following operating properties: Gwinnett 316 in Atlanta; Eucalyptus Distribution Center in Chino (Los Angeles); Allen Station I & II in Dallas; and Greenhill Distribution Center in Austin. The Company also acquired one value-add property, Siempre Viva Distribution Center in San Diego. At the time of acquisition, Siempre Viva was classified in the lease-up phase. The total cost for the properties acquired by the Company was $
71,086,000
, of which $
54,537,000
was allocated to
Real estate properties
and $
13,934,000
was allocated to
Development and value-add properties
. EastGroup allocated $
23,263,000
of the total purchase price to land using third party land valuations for the Atlanta, Dallas, Austin, San Diego and Chino (Los Angeles) markets. The market values are considered to be Level 3 inputs as defined by ASC 820,
Fair Value Measurement
(see Note 18 for additional information on ASC 820). Intangibles associated with the purchase of real estate were allocated as follows: $
4,350,000
to in-place lease intangibles, $
21,000
to above market leases and $
1,756,000
to below market leases. These costs are amortized over the remaining lives of the associated leases in place at the time of acquisition.
The Company periodically reviews the recoverability of goodwill (at least annually) and the recoverability of other intangibles (on a quarterly basis) for possible impairment. In management’s opinion, no impairment of goodwill and other intangibles existed at December 31, 2020 and 2019.
(k)
Stock-Based Compensation
58
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
issuance of common stock to employees in the form of options, stock appreciation rights, restricted stock, deferred stock units, performance shares, bonus stock or stock in lieu of cash compensation.
In April 2013, the Board of Directors adopted the EastGroup Properties, Inc. 2013 Equity Incentive Plan (the “2013 Equity Plan”) upon the recommendation of the Compensation Committee; the 2013 Equity Plan was approved by the Company's stockholders and became effective May 29, 2013. The 2013 Equity Plan was further amended by the Board of Directors in March 2017. The 2013 Equity Plan replaced the 2004 Plan. Typically, the Company issues new shares to fulfill stock grants or upon the exercise of stock options.
EastGroup applies the provisions of ASC 718,
Compensation – Stock Compensation
, to account for its stock-based compensation plans. ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements and that the cost be measured on the fair value of the equity or liability instruments issued. The cost for market-based awards and awards that only require service are expensed on a straight-line basis over the requisite service periods. The cost for performance-based awards is determined using the graded vesting attribution method which recognizes each separate vesting portion of the award as a separate award on a straight-line basis over the requisite service period. This method accelerates the expensing of the award compared to the straight-line method.
The total compensation expense for service and performance based awards is based upon the fair market value of the shares on the grant date. The grant date fair value for awards that have been granted and are subject to a future market condition (total shareholder return) are determined using a simulation pricing model developed to specifically accommodate the unique features of the awards.
During the restricted period for awards no longer subject to contingencies, the Company accrues dividends and holds the certificates for the shares; however, the employee can vote the shares. Share certificates and dividends are delivered to the employee as they vest.
(l)
Earnings Per Share
The Company applies ASC 260,
Earnings Per Share
, which requires companies to present basic and diluted earnings per share (“EPS”). Basic EPS represents the amount of earnings for the period attributable to each share of common stock outstanding during the reporting period. The Company’s basic EPS is calculated by dividing
Net Income Attributable to EastGroup Properties, Inc. Common Stockholders
by the weighted average number of common shares outstanding. The weighted average number of common shares outstanding does not include any potentially dilutive securities or any unvested restricted shares of common stock. These unvested restricted shares, although classified as issued and outstanding, are considered forfeitable until the restrictions lapse and will not be included in the basic EPS calculation until the shares are vested.
Diluted EPS represents the amount of earnings for the period attributable to each share of common stock outstanding during the reporting period and to each share that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period. The Company calculates diluted EPS by dividing
Net Income Attributable to EastGroup Properties, Inc. Common Stockholders
by the weighted average number of common shares outstanding plus the dilutive effect of unvested restricted stock. The dilutive effect of unvested restricted stock is determined using the treasury stock method.
(m)
Use of Estimates
(n)
Risks and Uncertainties
The state of the overall economy can significantly impact the Company’s operational performance and thus impact its financial position. Should EastGroup experience a significant decline in operational performance due to the current coronavirus (“COVID-19”) pandemic, as discussed below, or other general economic conditions, it may affect the Company’s ability to make distributions to its shareholders, service debt, or meet other financial obligations.
On March 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. The United States, which is where EastGroup’s properties are located, has experienced widespread infection, and there is uncertainty regarding how long the pandemic will impact the United States and the rest of the world. Unprecedented, extraordinary actions have been taken by federal, state and local governmental authorities to combat the spread of COVID-19, including issuance of “stay-at-home” directives and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail
59
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
or cease normal operations. These measures, while intended to protect human life, have led to, and may continue to lead to, reduced economic activity in certain sectors and an increase in unemployment throughout the United States, including some markets where the Company’s properties are located. As a result, there has been, and may continue to be, a period of economic slowdown, the severity of which is uncertain. Such economic slowdown, among other disruptions caused by the COVID-19 pandemic may adversely impact EastGroup’s financial condition and results of operations and the financial condition and results of operations of the Company’s tenants.
EastGroup’s ability to lease its properties and collect rental revenues and expense reimbursements is dependent upon national, regional and local economic conditions. The potential inability to renew leases, lease vacant space or re-lease space as leases expire on favorable terms, or at all, could cause a decline in the Company’s receipt of rental payments. The Company has been in communication with a portion of its customer base regarding rent relief requests and has executed rent deferral agreements totaling $
1.7
million, all of which were applicable to periods through December 31, 2020. The majority of these deferral agreements ($
1.4
million of the $
1.7
million) qualify under modified COVID-19-related guidance provided by the FASB for rental income to be recognized in the periods in which they were charged under the original terms of the leases. When requests were made, they were handled on a case-by-case basis, and the Company’s responses were largely dependent on its understanding of the financial strength of the customer, the operational and earnings impacts being experienced by the customer, and the customer’s ability or inability to obtain capital through debt or equity issuances, government assistance programs or by other means.
Some of the Company’s customers are experiencing a deterioration in their financial position, results of operations and cash flows; as a result, they may not be able to pay their rent and expense reimbursements, which could adversely affect EastGroup’s financial condition, results of operations and cash flows.
Federal, state and local government restrictions associated with the mitigation efforts to prevent the spread of COVID-19 could prevent EastGroup’s customers from accessing their leased space and operating their businesses; such restrictions could also impact the Company’s ability to operate its business, which may cause the business and operating results to decline or impact the Company’s ability to comply with regulatory obligations leading to reputational harm and regulatory issues or fines. Such restrictions could also inhibit the Company’s ability to lease vacant space in its operating portfolio and its development and value-add program. In addition, government restrictions could prevent construction of tenant improvements and development projects, which could delay construction completion and lease commencement dates. In each case, EastGroup may experience an adverse impact on its financial condition and results of operations.
The economic uncertainty surrounding the COVID-19 pandemic has caused and may continue to cause disruption and instability in the financial markets and may impact EastGroup’s ability to raise capital from debt and equity markets on favorable terms or at all.
The health and well-being of EastGroup’s customers, employees, directors and other stakeholders is of great importance to the Company. The Company is striving to accommodate flexible working arrangements for its employees to ensure the health and safety of its team, while employees are continuing to perform job duties and provide services to the Company’s customers and other stakeholders. There are risks associated with remote working arrangements, including, but not limited to, risks related to cyber-security. EastGroup is continuing to monitor and adhere to federal, state and local government guidelines regarding its work arrangements with the goal of preventing the spread of COVID-19 to the Company’s workforce, customers and communities. There are risks and uncertainties related to the health of the Company’s employees and directors; any potential deterioration of the health of key personnel could impact EastGroup’s business operations.
The ongoing COVID-19 pandemic and the current economic, financial and capital markets environment present material risks and uncertainties for the Company. However, the rapid development and fluidity of the situation precludes any prediction as to the ultimate impact COVID-19 will have on EastGroup’s business, financial condition, results of operations and cash flows, which will depend largely on future developments directly or indirectly relating to the duration and scope of the COVID-19 pandemic in the United States.
(o)
Recent Accounting Pronouncements
EastGroup has evaluated all ASUs recently released by the FASB through the date the financial statements were issued and determined that the following ASUs apply to the Company.
In June 2016, the FASB issued ASU 2016-13
, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,
and subsequently issued ASU 2018-19,
Codification Improvements to Topic 326, Financial Instruments — Credit Losses
in November 2018. The ASUs amend guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. For assets held at amortized cost, Topic 326 eliminates the probable
60
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. For available for sale debt securities (EastGroup does not currently hold any and does not intend to hold any in the future), credit losses should be measured in a similar manner to current GAAP; however, Topic 326 requires that credit losses be presented as an allowance rather than a write-down. The ASUs affect entities holding financial assets and are effective for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU 2016-13 and ASU 2018-19 on January 1, 2020, and the adoption did not have a material impact on its financial condition, results of operations or disclosures.
In August 2018, the FASB issued ASU 2018-13,
Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.
The ASU is intended to improve the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for all entities for annual periods beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted ASU 2018-13 on January 1, 2020, and the adoption did not have a material impact on its financial condition, results of operations or disclosures.
(p)
Classification of Book Overdraft on Consolidated Statements of Cash Flows
(2)
REAL ESTATE PROPERTIES AND DEVELOPMENT AND VALUE-ADD PROPERTIES
The Company’s
Real estate properties
and
Development and value-add properties
at December 31, 2020 and 2019 were as follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands) | |||||||||||
| Real estate properties: | |||||||||||
| Land | $ |
|
|
||||||||
| Buildings and building improvements |
|
|
|||||||||
| Tenant and other improvements |
|
|
|||||||||
|
Right of use assets — Ground leases (operating)
(1)
|
|
|
|||||||||
|
Development and value-add properties
(2)
|
|
|
|||||||||
|
|
|
||||||||||
| Less accumulated depreciation |
(
|
(
|
|||||||||
| $ |
|
|
|||||||||
(1)
See Ground Leases discussion below for information regarding the Company's right of use assets for ground leases.
EastGroup acquired operating properties during 2020, 2019 and 2018 as discussed in Note 1(j).
The Company sold operating properties during 2020, 2019 and 2018 as shown in the table below. The results of operations and gains and losses on sales for the properties sold during the periods presented are reported in continuing operations on the
61
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Income and Comprehensive Income. The gains and losses on sales are included in
Gain on sales of real estate investments.
The Company did not classify any properties as held for sale as of December 31, 2020 and 2019.
Sales of Real Estate
A summary of
Gain on sales of real estate investments
for the years ended December 31, 2020, 2019 and 2018 follows:
| Real Estate Properties | Location |
Size
(in Square Feet)
|
Date Sold | Net Sales Price | Basis | Recognized Gain | ||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| 2020 | ||||||||||||||||||||||||||||||||||||||
|
University Business Center 120
(1)
|
Santa Barbara, CA |
|
|
$ |
|
|
|
|||||||||||||||||||||||||||||||
| Central Green | Houston, TX |
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total for 2020 | $ |
|
|
|
||||||||||||||||||||||||||||||||||
| 2019 | ||||||||||||||||||||||||||||||||||||||
| World Houston 5 | Houston, TX |
|
|
$ |
|
|
|
|||||||||||||||||||||||||||||||
| Altamonte Commerce Center | Orlando, FL |
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
University Business Center 130
(2)
|
Santa Barbara, CA |
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Southpointe Distribution Center | Tucson, AZ |
|
|
|
|
|
||||||||||||||||||||||||||||||||
| University Business Center 125 & 175 | Santa Barbara, CA |
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total for 2019 | $ |
|
|
|
||||||||||||||||||||||||||||||||||
| 2018 | ||||||||||||||||||||||||||||||||||||||
| World Houston 18 | Houston, TX |
|
|
$ |
|
|
|
|||||||||||||||||||||||||||||||
| 56 Commerce Park | Tampa, FL |
|
|
|
|
|
||||||||||||||||||||||||||||||||
| 35th Avenue Distribution Center | Phoenix, AZ |
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total for 2018 | $ |
|
|
|
||||||||||||||||||||||||||||||||||
(1)
EastGroup owned
80
% of University Business Center 120 through a joint venture partnership. EastGroup sold its
80
% share of the joint venture, and the partnership was dissolved. The information shown for this transaction represents EastGroup's
80
% ownership.
(2)
EastGroup owned
80
% of University Business Center 130 through a joint venture partnership. The information shown for this transaction also includes the
20
% attributable to the Company's noncontrolling interest partner.
The table above includes sales of operating properties. During 2020, there were no land sales; however, the Company sold parcels of land during 2019 and 2018. During the year ended December 31, 2019, the Company sold (through eminent domain procedures) a small parcel of land (
0.2
acres) in San Diego for $
185,000
and recognized a gain on the sale of $
83,000
. During the year ended December 31, 2018, EastGroup sold a parcel of land in Houston for $
2,577,000
and recognized a gain on the sale of $
86,000
. The net gains on sales of land are included in
Other
on the Consolidated Statements of Income and Comprehensive Income.
Development and Value-Add Properties
The Company’s development and value-add program as of December 31, 2020, was comprised of the properties detailed in the table below. Costs incurred include capitalization of interest costs during the period of construction. The interest costs capitalized on development projects for 2020 were $
9,651,000
compared to $
8,453,000
for 2019 and $
6,334,000
for 2018. In addition, EastGroup capitalized internal development costs of $
6,689,000
during the year ended December 31, 2020, compared to $
6,918,000
during 2019 and $
4,696,000
in 2018.
Total capital invested for development and value-add properties during 2020 was $
195,446,000
, which primarily consisted of costs of $
170,418,000
as detailed in the
Development and Value-Add Properties Activity
table below, $
18,550,000
as detailed in the
Development and Value-Add Properties Transferred to the Real Estate Properties Portfolio During 2020
table below and costs of $
5,743,000
on projects subsequent to transfer to
Real estate properties
. The capitalized costs incurred on development projects subsequent to transfer to
Real estate properties
include capital improvements at the properties and do not include other capitalized costs associated with development (i.e., interest expense, property taxes and internal personnel costs).
62
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
DEVELOPMENT AND
VALUE-ADD PROPERTIES ACTIVITY |
Costs Incurred | Anticipated Building Conversion Date | ||||||||||||||||||||||||||||||||||||
|
Costs
Transferred
in 2020
(1)
|
For the
Year Ended 12/31/20 |
Cumulative
as of 12/31/20 |
Projected
Total Costs
(2)
|
|||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||||||||||||||||||||||||
| LEASE-UP | Building Size (Square feet) | |||||||||||||||||||||||||||||||||||||
| Gilbert Crossroads A & B, Phoenix, AZ |
|
$ |
|
|
|
|
|
|||||||||||||||||||||||||||||||
|
Rancho Distribution Center, Los Angeles, CA
(3)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| CreekView 121 7 & 8, Dallas, TX |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Hurricane Shoals 3, Atlanta, GA |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| World Houston 44, Houston, TX |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Gateway 4, Miami, FL |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Interstate Commons 2, Phoenix, AZ
(3)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Tri-County Crossing 3 & 4, San Antonio, TX |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Northwest Crossing 1-3, Houston, TX |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Ridgeview 1 & 2, San Antonio, TX |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Settlers Crossing 3 & 4, Austin, TX |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| SunCoast 7, Ft. Myers, FL |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| LakePort 1-3, Dallas, TX |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total Lease-Up |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| UNDER CONSTRUCTION | ||||||||||||||||||||||||||||||||||||||
| Gilbert Crossroads C & D, Phoenix, AZ |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Steele Creek X, Charlotte, NC |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Basswood 1 & 2, Dallas, TX |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total Under Construction |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| PROSPECTIVE DEVELOPMENT (PRIMARILY LAND) | Estimated Building Size (Square feet) | |||||||||||||||||||||||||||||||||||||
| Phoenix, AZ |
|
(
|
|
|
||||||||||||||||||||||||||||||||||
| Ft. Myers, FL |
|
(
|
|
|
||||||||||||||||||||||||||||||||||
| Miami, FL |
|
(
|
|
|
||||||||||||||||||||||||||||||||||
| Orlando, FL |
|
|
|
|
||||||||||||||||||||||||||||||||||
|
Tampa, FL
(4)
|
|
|
(
|
|
||||||||||||||||||||||||||||||||||
| Atlanta, GA |
|
|
|
|
||||||||||||||||||||||||||||||||||
| Jackson, MS |
|
|
|
|
||||||||||||||||||||||||||||||||||
| Charlotte, NC |
|
(
|
|
|
||||||||||||||||||||||||||||||||||
| Dallas, TX |
|
(
|
|
|
||||||||||||||||||||||||||||||||||
| El Paso, TX |
|
|
|
|
||||||||||||||||||||||||||||||||||
| Houston, TX |
|
|
|
|
||||||||||||||||||||||||||||||||||
| San Antonio, TX |
|
|
|
|
||||||||||||||||||||||||||||||||||
| Total Prospective Development |
|
(
|
|
|
||||||||||||||||||||||||||||||||||
| Total Development and Value-Add Properties |
|
$ |
|
|
|
|||||||||||||||||||||||||||||||||
| The Development and Value-Add Properties Activity table is continued on the following page. | ||||||||||||||||||||||||||||||||||||||
63
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| DEVELOPMENT AND VALUE-ADD PROPERTIES TRANSFERRED TO THE REAL ESTATE PROPERTIES PORTFOLIO DURING 2020 | Costs Incurred | |||||||||||||||||||||||||||||||||||||
|
Costs
Transferred
in 2020
(1)
|
For the
Year Ended 12/31/20 |
Cumulative
as of 12/31/20 |
||||||||||||||||||||||||||||||||||||
| (Unaudited) | (In thousands) | (Unaudited) | ||||||||||||||||||||||||||||||||||||
| Building Size (Square feet) | Building Conversion Date | |||||||||||||||||||||||||||||||||||||
|
Logistics Center 6 & 7, Dallas, TX
(3)
|
|
$ |
|
|
|
|
||||||||||||||||||||||||||||||||
| Settlers Crossing 1, Austin, TX |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Settlers Crossing 2, Austin, TX |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Parc North 5, Dallas, TX |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Airport Commerce Center 3, Charlotte, NC |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Horizon VIII & IX, Orlando, FL |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Ten West Crossing 8, Houston, TX |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Tri-County Crossing 1 & 2, San Antonio, TX |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| SunCoast 8, Ft. Myers, FL |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| CreekView 121 5 & 6, Dallas, TX |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Parc North 6, Dallas, TX |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| SunCoast 6, Ft. Myers, FL |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Arlington Tech Centre 1 & 2, Dallas, TX
(3)
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Gateway 5, Miami, FL |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Steele Creek IX, Charlotte, NC |
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Grand Oaks 75 2, Tampa, FL
(3)
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Rocky Point 2, San Diego, CA
(3)
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Southwest Commerce Center, Las Vegas, NV
(3)
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Total Transferred to Real Estate Properties |
|
$ |
|
|
|
(5) | ||||||||||||||||||||||||||||||||
(1)
Represents costs transferred from Prospective Development (primarily land) to Under Construction during the period. Negative amounts represent land inventory costs transferred to Under Construction.
(2)
Included in these costs are development obligations of $
33.0
million and tenant improvement obligations of $
4.9
million on properties under development.
(3)
Represents value-add projects acquired by EastGroup.
(4)
Negative amount represents land inventory transferred to Real Estate Properties for trailer storage expansion.
(5)
Represents cumulative costs at the date of transfer.
Ground Leases
On January 1, 2019, EastGroup adopted the principles of FASB ASC 842,
Leases
, and its related ASUs. In connection with the adoption, the Company recorded right of use assets for its ground leases, which are classified as operating leases, using the effective date transition option; under this option, prior years are not restated. As of January 1, 2019, the Company recorded right of use assets for its ground leases of $
10,226,000
. In April 2019, the Company acquired Logistics Center 6 & 7 in Dallas, which is located on land under a ground lease. The Company recorded a right of use asset of $
2,679,000
in connection with this acquisition. There were no new ground leases in 2020. As of December 31, 2020 and 2019, the unamortized balances of the Company’s right of use assets for its ground leases were $
11,073,000
and $
11,997,000
, respectively. The right of use assets for ground leases are included in
Real estate properties
on the Consolidated Balance Sheets.
As of December 31, 2020 and 2019, the Company operated
two
properties in Florida,
three
properties in Texas and
one
property in Arizona that are subject to ground leases. These leases have terms of
40
to
50
years, expiration dates of
August 2031
to
October 2058
, and renewal options of
15
to
35
years, except for the one lease in Arizona which is automatically and perpetually renewed annually. The Company has included renewal options in the lease terms for calculating the ground lease assets and liabilities as the Company is reasonably certain it will exercise these options. Total ground lease expenditures for the years ended December 31, 2020, 2019 and 2018 were $
1,051,000
, $
966,000
and $
783,000
, respectively. Payments are subject to increases at
3
to
10
year intervals based upon the agreed or appraised fair market value of the leased premises on the adjustment date or the Consumer Price Index percentage increase since the base rent date. These future changes in payments will be considered variable payments and will not impact the assessment of the asset or liability unless there is a significant event that triggers reassessment, such as amendment with a change in the terms of the lease. The weighted-average remaining lease term as of December 31, 2020, for the ground leases is
42
years.
64
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following schedule indicates approximate future minimum ground lease payments for these properties by year as of December 31, 2020:
Future Minimum Ground Lease Payments as of December 31, 2020
| Years Ending December 31, | (In thousands) | |||||||
| 2021 | $ |
|
||||||
| 2022 |
|
|||||||
| 2023 |
|
|||||||
| 2024 |
|
|||||||
| 2025 |
|
|||||||
| Thereafter |
|
|||||||
| Total minimum payments |
|
|||||||
|
Imputed interest
(1)
|
(
|
|||||||
| Total ground leases | $ |
|
||||||
(3)
UNCONSOLIDATED INVESTMENT
(4)
MORTGAGE LOANS RECEIVABLE
65
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(5)
OTHER ASSETS
A summary of the Company’s
Other assets
follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands) | |||||||||||
| Leasing costs (principally commissions) | $ |
|
|
||||||||
|
Accumulated amortization of leasing costs
|
(
|
(
|
|||||||||
| Leasing costs (principally commissions), net of accumulated amortization |
|
|
|||||||||
| Acquired in-place lease intangibles |
|
|
|||||||||
|
Accumulated amortization of acquired in-place lease intangibles
|
(
|
(
|
|||||||||
| Acquired in-place lease intangibles, net of accumulated amortization |
|
|
|||||||||
| Acquired above market lease intangibles |
|
|
|||||||||
|
Accumulated amortization of acquired above market lease intangibles
|
(
|
(
|
|||||||||
| Acquired above market lease intangibles, net of accumulated amortization |
|
|
|||||||||
| Straight-line rents receivable |
|
|
|||||||||
| Accounts receivable |
|
|
|||||||||
| Mortgage loans receivable |
|
|
|||||||||
| Interest rate swap assets |
|
|
|||||||||
| Right of use assets - Office leases (operating) |
|
|
|||||||||
| Receivable for common stock offerings |
|
|
|||||||||
| Goodwill |
|
|
|||||||||
| Prepaid expenses and other assets |
|
|
|||||||||
|
Total
Other assets
|
$ |
|
|
||||||||
(6)
UNSECURED BANK CREDIT FACILITIES
The Company has a $
350
million unsecured bank credit facility with a group of
nine
banks; the facility has a maturity date of
July 30, 2022
. The credit facility contains options for
two six-month extensions
(at the Company's election) and a $
150
million accordion (with agreement by all parties). The interest rate on each tranche is usually reset on a monthly basis and as of December 31, 2020, was LIBOR plus
100
basis points with an annual facility fee of
20
basis points. The margin and facility fee are subject to changes in the Company's credit ratings. As of December 31, 2020, the Company had $
125,000,000
of variable rate borrowings outstanding on this unsecured bank credit facility with a weighted average interest rate of
1.152
%. The Company has a standby letter of credit of $
674,000
pledged on this facility.
The Company also has a $
45
million unsecured bank credit facility with a maturity date of
July 30, 2022
, or such later date as designated by the bank; the Company also has
two six-month extensions
available if the extension options in the $
350
million facility are exercised. The interest rate is reset on a daily basis and as of December 31, 2020, was LIBOR plus
100
basis points with an annual facility fee of
20
basis points. The margin and facility fee are subject to changes in the Company's credit ratings. As of December 31, 2020, the interest rate was
1.144
% with
no
outstanding balance.
Average unsecured bank credit facilities borrowings were $
87,095,000
in 2020, $
172,175,000
in 2019 and $
141,223,000
in 2018, with weighted average interest rates (excluding amortization of facility fees and debt issuance costs) of
1.86
% in 2020,
3.34
% in 2019 and
2.64
% in 2018. Amortization of facility fees was $
790,000
, $
790,000
and $
736,000
for 2020, 2019 and 2018, respectively. Amortization of debt issuance costs for the Company's unsecured bank credit facilities was $
561,000
, $
556,000
and $
508,000
for 2020, 2019 and 2018, respectively.
66
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s unsecured bank credit facilities have certain restrictive covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage, and the Company was in compliance with all of its financial debt covenants at December 31, 2020.
See Note 7 for a detail of the outstanding balances of the Company's
Unsecured bank credit facilities
as of December 31, 2020 and 2019.
(7)
UNSECURED AND SECURED DEBT
The Company's debt is detailed below. EastGroup presents debt issuance costs as reductions of
Unsecured bank credit facilities, Unsecured debt and Secured debt
on the Consolidated Balance Sheets as detailed below.
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands) | |||||||||||
| Unsecured bank credit facilities - variable rate, carrying amount | $ |
|
|
||||||||
| Unamortized debt issuance costs |
(
|
(
|
|||||||||
| Unsecured bank credit facilities |
|
|
|||||||||
|
Unsecured debt - fixed rate, carrying amount
(1)
|
|
|
|||||||||
| Unamortized debt issuance costs |
(
|
(
|
|||||||||
| Unsecured debt |
|
|
|||||||||
|
Secured debt - fixed rate, carrying amount
(1)
|
|
|
|||||||||
| Unamortized debt issuance costs |
(
|
(
|
|||||||||
| Secured debt |
|
|
|||||||||
| Total debt | $ |
|
|
||||||||
(1)
These loans have a fixed interest rate or an effectively fixed interest rate due to interest rate swaps.
67
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A summary of the carrying amount of
Unsecured debt
follows:
| Balance at December 31, | ||||||||||||||||||||||||||
| Margin Above LIBOR | Interest Rate | Maturity Date | 2020 | 2019 | ||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||
|
$75 Million Unsecured Term Loan
(1)
|
|
|
|
$ |
|
|
||||||||||||||||||||
|
$40 Million Unsecured Term Loan
(1)
|
|
|
|
|
|
|||||||||||||||||||||
|
$75 Million Unsecured Term Loan
(1)
|
|
|
|
|
|
|||||||||||||||||||||
|
$65 Million Unsecured Term Loan
(1)
|
|
|
|
|
|
|||||||||||||||||||||
| $100 Million Senior Unsecured Notes: | ||||||||||||||||||||||||||
| $30 Million Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $50 Million Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $20 Million Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $60 Million Senior Unsecured Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $100 Million Senior Unsecured Notes: | ||||||||||||||||||||||||||
| $60 Million Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $40 Million Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $25 Million Senior Unsecured Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $50 Million Senior Unsecured Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $60 Million Senior Unsecured Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $80 Million Senior Unsecured Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $35 Million Senior Unsecured Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $75 Million Senior Unsecured Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
|
$100 Million Unsecured Term Loan
(1)
|
|
|
|
|
|
|||||||||||||||||||||
|
$100 Million Unsecured Term Loan
(1)
|
|
|
|
|
|
|||||||||||||||||||||
| $100 Million Senior Unsecured Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $75 Million Senior Unsecured Notes | Not applicable |
|
|
|
|
|||||||||||||||||||||
| $ |
|
|
||||||||||||||||||||||||
In March 2020, the Company closed a $
100
million senior unsecured term loan with a
-year term and interest only payments. It bears interest at the annual rate of LIBOR plus an applicable margin (
1.45
% as of December 31, 2020) based on the Company’s senior unsecured long-term debt rating. The Company also entered into an interest rate swap agreement to convert the loan’s LIBOR rate component to a fixed interest rate for the entire term of the loan providing a total effective fixed interest rate of
2.39
%.
In July 2020, the Company and a group of lenders agreed to terms on the private placement of $
175
million of senior unsecured notes with a weighted average fixed interest rate of
2.65
%. The $
100
million note has a
10
-year term and a fixed interest rate of
2.61
%, and the $
75
million note has a
12
-year term and a fixed interest rate of
2.71
%. These maturity dates complement the Company's existing debt maturity schedule. The notes dated August 17, 2020, were issued and sold on October 14, 2020 and require interest-only payments. The notes will not be and have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
In August 2020, the Company made a required $
30
million principal repayment on $
100
million of senior unsecured notes with a fixed interest rate of
3.80
%.
In December 2020, the Company repaid a $
75
million unsecured term loan at maturity with an effectively fixed interest rate of
3.45
%.
68
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company’s unsecured debt instruments have certain restrictive covenants, such as maintaining debt service coverage and leverage ratios and maintaining insurance coverage, and the Company was in compliance with all of its financial debt covenants at December 31, 2020.
A summary of the carrying amount of
Secured debt
follows:
| Interest Rate |
Monthly
Principal & Interest Payment |
Maturity
Date |
Carrying Amount
of Securing Real Estate at December 31, 2020 |
Balance at December 31, | ||||||||||||||||||||||||||||||||||
| Property | 2020 | 2019 | ||||||||||||||||||||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||||||||||||||||
|
40
th
Avenue, Beltway Crossing V, Centennial Park,
Executive Airport, Interchange Park I, Ocean View, Wetmore 5-8 and World Houston 26, 28, 29 & 30
|
|
|
|
$ |
|
|
|
|||||||||||||||||||||||||||||||
|
Colorado Crossing, Interstate I-III, Rojas, Steele
Creek 1 & 2, Venture and World Houston 3-9
(1)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Arion 18, Beltway Crossing VI & VII, Commerce
Park II & III, Concord, Interstate V-VII, Lakeview, Ridge Creek II, Southridge IV & V and World Houston 32
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Ramona |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| $ |
|
|
|
|||||||||||||||||||||||||||||||||||
In October 2020, EastGroup repaid (with no penalty) a mortgage loan with a balance of $
45.9
million, an interest rate of
4.39
% and an original maturity date of
January 5, 2021
.
The Company currently intends to repay its debt obligations, both in the short-term and long-term, through its operating cash flows, borrowings under its unsecured bank credit facilities, proceeds from new debt (primarily unsecured), and/or proceeds from the issuance of equity instruments.
Scheduled principal payments on long-term debt, including
Unsecured debt
and
Secured debt
(not including
Unsecured bank credit facilities
), due during the next five years as of December 31, 2020 are as follows:
| Years Ending December 31, | (In thousands) | |||||||
| 2021 | $ |
|
||||||
| 2022 |
|
|||||||
| 2023 |
|
|||||||
| 2024 |
|
|||||||
| 2025 |
|
|||||||
69
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(8)
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
A summary of the Company’s
Accounts payable and accrued expenses
follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands) | |||||||||||
| Property taxes payable | $ |
|
|
||||||||
| Development costs payable |
|
|
|||||||||
| Real estate improvements and capitalized leasing costs payable |
|
|
|||||||||
| Interest payable |
|
|
|||||||||
| Dividends payable |
|
|
|||||||||
|
Book overdraft
(1)
|
|
|
|||||||||
| Other payables and accrued expenses |
|
|
|||||||||
|
Total
Accounts payable and accrued expenses
|
$ |
|
|
||||||||
(1)
Represents checks written before the end of the period which have not cleared the bank; therefore, the bank has not yet advanced cash to the Company. When the checks clear the bank, they will be funded through the Company's working cash line of credit. See Note 1(p).
(9)
OTHER LIABILITIES
A summary of the Company’s
Other liabilities
follows:
| December 31, | |||||||||||
| 2020 | 2019 | ||||||||||
| (In thousands) | |||||||||||
| Security deposits | $ |
|
|
||||||||
| Prepaid rent and other deferred income |
|
|
|||||||||
| Operating lease liabilities — Ground leases |
|
|
|||||||||
|
Operating lease liabilities — Office leases
|
|
|
|||||||||
| Acquired below-market lease intangibles |
|
|
|||||||||
|
Accumulated amortization of acquired below-market lease intangibles
|
(
|
(
|
|||||||||
| Acquired below-market lease intangibles, net of accumulated amortization |
|
|
|||||||||
| Interest rate swap liabilities |
|
|
|||||||||
| Prepaid tenant improvement reimbursements |
|
|
|||||||||
| Other liabilities |
|
|
|||||||||
|
Total
Other liabilities
|
$ |
|
|
||||||||
70
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(10)
COMMON STOCK ACTIVITY
The following table presents the common stock activity for the three years ended December 31, 2020:
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| Common Stock (in shares) | |||||||||||||||||
| Shares outstanding at beginning of year |
|
|
|
||||||||||||||
| Common stock offerings |
|
|
|
||||||||||||||
| Dividend reinvestment plan |
|
|
|
||||||||||||||
| Incentive restricted stock granted |
|
|
|
||||||||||||||
| Incentive restricted stock forfeited |
(
|
(
|
|
||||||||||||||
| Director common stock awarded |
|
|
|
||||||||||||||
| Director restricted stock granted |
|
|
|
||||||||||||||
| Restricted stock withheld for tax obligations |
(
|
(
|
(
|
||||||||||||||
| Shares outstanding at end of year |
|
|
|
||||||||||||||
Common Stock Issuances
The following table presents the common stock issuance activity for the three years ended December 31, 2020:
| Years Ended December 31, |
Number of Shares of
Common Stock Issued |
Net Proceeds | ||||||||||||
| (In thousands) | ||||||||||||||
| 2020 |
|
$ |
|
|||||||||||
| 2019 |
|
|
||||||||||||
| 2018 |
|
|
||||||||||||
Dividend Reinvestment Plan
The Company had a dividend reinvestment plan that allowed stockholders to reinvest cash distributions in new shares of the Company. On December 12, 2019, the dividend reinvestment plan was terminated and any unsold shares pursuant to the plan were deregistered.
(11)
STOCK-BASED COMPENSATION
EastGroup applies the provisions of ASC 718,
Compensation – Stock Compensation
, to account for its stock-based compensation plans. ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the financial statements and that the cost be measured on the fair value of the equity or liability instruments issued.
Equity Incentive Plan
In May 2004, the stockholders of the Company approved the EastGroup Properties, Inc. 2004 Equity Incentive Plan (the “2004 Plan”) that authorized the issuance of up to
1,900,000
shares of common stock to employees in the form of options, stock appreciation rights, restricted stock, deferred stock units, performance shares, bonus stock or stock in lieu of cash compensation. The 2004 Plan was further amended by the Board of Directors in September 2005 and December 2006.
In April 2013, the Board of Directors adopted the EastGroup Properties, Inc. 2013 Equity Incentive Plan (the “2013 Equity Plan”) upon the recommendation of the Compensation Committee; the 2013 Equity Plan was approved by the Company's stockholders and became effective May 29, 2013. The 2013 Equity Plan was further amended by the Board of Directors in March 2017. The 2013 Equity Plan permits the grant of awards to employees and directors with respect to
2,000,000
shares of common stock.
There were
1,527,382
,
1,583,223
and
1,629,281
total shares available for grant under the 2013 Equity Plan as of December 31, 2020, 2019 and 2018, respectively. Typically, the Company issues new shares to fulfill stock grants.
71
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock-based compensation cost for employees was $
7,605,000
, $
8,647,000
and $
5,322,000
for 2020, 2019 and 2018, respectively, of which $
1,923,000
, $
2,536,000
and $
1,173,000
were capitalized as part of the Company’s development costs for the respective years.
Employee Equity Awards
The Company's restricted stock program is designed to provide incentives for management to achieve goals established by the Compensation Committee of the Company's Board of Directors (the “Committee”). The awards act as a retention device, as they vest over time, allowing participants to benefit from dividends on shares as well as potential stock appreciation. Equity awards align management's interests with the long-term interests of shareholders. The vesting periods of the Company’s restricted stock plans vary, as determined by the Committee. Restricted stock is granted to executive officers subject to both continued service and the satisfaction of certain annual performance goals and multi-year market conditions as determined by the Committee. Restricted stock is granted to non-executive officers subject only to continued service. The cost for market-based awards and awards that only require service is amortized on a straight-line basis over the requisite service periods. The total compensation expense for service and performance based awards is based upon the fair market value of the shares on the grant date.
In the second quarter of 2017, the Committee approved a long-term equity compensation plan for certain of the Company’s executive officers that includes
three
components based on total shareholder return and
one
component based only on continued service as of the vesting dates.
The three long-term equity compensation plan components based on total shareholder return are subject to bright-line tests that compare the Company's total shareholder return to the Nareit Equity Index and to the member companies of the Nareit industrial index. The first plan measured the bright-line tests over the one-year period ended December 31, 2017. During the first quarter of 2018, the Committee measured the Company's performance for the
one
-year period against bright-line tests established by the Committee on the grant date of May 10, 2017. The number of shares determined on the measurement date was
4,257
. These shares vested
100
% on March 1, 2018, the date the earned shares were determined. On the grant date of May 10, 2017, the Company began recognizing expense for this plan based on the grant date fair value of the awards which was determined using a simulation pricing model developed to specifically accommodate the unique features of the award.
The second plan measured the bright-line tests over the two-year period ended December 31, 2018. During the first quarter of 2019, the Committee measured the Company’s performance for the
two
-year period against bright-line tests established by the Committee on the grant date of May 10, 2017. The number of shares determined on the measurement date was
9,460
. These shares vested
100
% on February 14, 2019, the date the earned shares were determined. On the grant date of May 10, 2017, the Company began recognizing expense for this plan based on the grant date fair value of the awards which was determined using a simulation pricing model developed to specifically accommodate the unique features of the award.
The third plan measured the bright-line tests over the
three
-year period ended December 31, 2019. During the first quarter of 2020, the Committee measured the Company’s performance for the three-year period against bright-line tests established by the Committee on the grant date of May 10, 2017. The number of shares determined on the measurement date was
18,917
. These shares vested
75
% on February 13, 2020, the date the earned shares were determined, and
25
% on January 1, 2021. On the grant date of May 10, 2017, the Company began recognizing expense for this plan based on the grant date fair value of the awards which was determined using a simulation pricing model developed to specifically accommodate the unique features of the award.
The component of the long-term equity compensation plan based only on continued service as of the vesting dates was awarded on May 10, 2017. On that date,
5,406
shares were granted to certain executive officers subject only to continued service as of the vesting dates. These shares, which have a grant date fair value of $
78.18
per share, vested
25
% in the first quarter of 2018 and on each January 1 of 2019, 2020 and 2021. The shares were expensed on a straight-line basis over the service period.
In the second quarter of 2018, the Committee approved a long-term equity compensation plan for the Company’s executive officers that includes
one
component based on total shareholder return and
one
component based only on continued service as of the vesting dates.
The component of the long-term equity compensation plan based on total shareholder return is subject to bright-line tests that will compare the Company’s total shareholder return to the Nareit Equity Index and to the member companies of the Nareit industrial index. The plan will measure the bright-line tests over the
three
-year period ended December 31, 2020. During the first quarter of 2021, the Committee will measure the Company’s performance for the three-year period against bright-line tests established by the Committee on the grant date of June 1, 2018. The number of shares to be earned on the measurement date could range from
zero
to
27,087
. These shares would vest
75
% on the date the earned shares are determined in the first quarter
72
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
of 2021 and
25
% on January 1, 2022. On the grant date of June 1, 2018, the Company began recognizing expense for this plan based on the grant date fair value of the awards which was determined using a simulation pricing model developed to specifically accommodate the unique features of the award.
The component of the long-term equity compensation plan based only on continued service as of the vesting dates was awarded on June 1, 2018. On that date,
7,884
shares were granted to the Company’s executive officers subject only to continued service as of the vesting dates. These shares, which have a grant date fair value of $
95.19
, vested
25
% in the first quarter of each of 2019, 2020 and 2021 and will vest
25
% on January 1, 2022. The shares are being expensed on a straight-line basis over the remaining service period.
In the first quarter of 2019, the Committee approved an equity compensation award (the “2019 Annual Grant”) for the Company’s executive officers based upon certain annual performance measures for 2019; the 2019 Annual Grant is comprised of
three
components.
The first component of the 2019 Annual Grant is based upon the following Company performance measures for 2019: (i) same property net operating income change, (ii) debt-to EBITDAre ratio, and (iii) fixed charge coverage. On February 13, 2020, the Committee measured the Company’s performance for 2019 against bright-line tests established by the Committee on the grant date of March 7, 2019 and determined that
9,162
shares were earned. These shares, which have a grant date fair value of $
105.97
, vested
20
% on the date shares were determined,
20
% on January 1, 2021 and will vest
20
% per year on each January 1 for the subsequent three years. On the grant date of March 7, 2019, the Company began recognizing expense for its estimate of the shares that may be earned pursuant to these awards; the shares are being expensed using the graded vesting attribution method which recognizes each separate vesting portion of the award as a separate award on a straight-line basis over the requisite service period.
The second component of the 2019 Annual Grant is based upon the Company’s funds from operations (“FFO”) per share for 2019. On February 13, 2020, the Committee measured the Company’s performance for 2019 against bright-line tests established by the Committee on the grant date of August 28, 2019 and determined that
15,990
shares were earned. These shares, which have a grant date fair value of $
122.61
, vested
20
% on the date shares were determined,
20
% on January 1, 2021 and will vest
20
% per year on each January 1 of 2022, 2023 and 2024. On the grant date of August 28, 2019, the Company began recognizing expense for its estimate of the shares that may be earned pursuant to these awards; the shares are being expensed using the graded vesting attribution method which recognizes each separate vesting portion of the award as a separate award on a straight-line basis over the requisite service period.
The third component of the 2019 Annual Grant is based upon the achievement of individual goals for each of the officers to whom shares were granted. On February 13, 2020, the Committee evaluated the performance of the officers and, in its discretion, awarded
5,860
shares with a grant date fair value of $
141.63
. These shares vested
20
% on the date shares were determined and awarded and
20
% on January 1, 2021 and will vest
20
% per year on each January 1 of 2022, 2023 and 2024. The Company began recognizing the expense for the shares awarded on the grant date of February 13, 2020, and the shares will be expensed on a straight-line basis over the remaining service period.
Also in the first quarter of 2019, the Committee approved a long-term equity compensation award for the Company’s executive officers that includes
one
component based on total shareholder return and
one
component based only on continued service as of the vesting dates.
The component of the long-term equity compensation award based on total shareholder return is subject to bright-line tests that will compare the Company’s total shareholder return to the Nareit Equity Index and to the member companies of the Nareit industrial index. The award will measure the bright-line tests over the
three
-year period ending December 31, 2021. During the first quarter of 2022, the Committee will measure the Company’s performance for the three-year period against bright-line tests established by the Committee on the grant date of March 7, 2019. The aggregate number of shares to be earned on the measurement date could range from
zero
to
33,442
. These shares would vest
75
% on the date the earned shares are determined in the first quarter of 2022 and
25
% on January 1, 2023. On the grant date of March 7, 2019, the Company began recognizing expense for this award based on the grant date fair value of the awards which was determined using a simulation pricing model developed to specifically accommodate the unique features of the award.
The component of the long-term equity compensation award based only on continued service as of the vesting dates was awarded on March 7, 2019. On that date, an aggregate of
9,947
shares were granted to the Company’s executive officers subject only to continued service as of the vesting dates. These shares, which have a grant date fair value of $
105.97
, vested
25
% in the first quarter of 2020,
25
% on January 1, 2021 and will vest
25
% on each January 1 of 2022 and 2023. The shares are being expensed on a straight-line basis over the remaining service period.
73
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the first quarter of 2020, the Committee approved an equity compensation plan (the “2020 Annual Grant”) for the Company’s executive officers based upon certain annual performance measures for 2020; the plan is comprised of
two
components.
The first component of the 2020 Annual Grant is based upon the following Company performance measures for 2020: (i) FFO per share, (ii) same property net operating income change, (iii) debt-to EBITDAre ratio, and (iv) fixed charge coverage. During the first quarter of 2021, the Committee will measure the Company’s performance for 2020 against bright-line tests established by the Committee on the grant date of March 6, 2020. The number of shares that may be earned for the achievement of the annual performance measures could range from
zero
to
19,282
. These shares, which have a grant date fair value of $
131.36
, would vest
34
% on the date shares are determined and
33
% per year on each January 1 in years 2022 and 2023. On the grant date of March 6, 2020, the Company began recognizing expense for its estimate of the shares that may be earned pursuant to these awards; the shares are being expensed using the graded vesting attribution method which recognizes each separate vesting portion of the award as a separate award on a straight-line basis over the requisite service period.
The second component of the 2020 Annual Grant is based upon the achievement of individual goals for each of the officers included in the plan. Any shares issued pursuant to the individual goals in this compensation plan will be determined by the Committee in its discretion and issued in the first quarter of 2021. The number of shares to be issued on the grant date for the achievement of individual goals could range from
zero
to
4,812
. These shares would vest
34
% on the date shares are determined and awarded and
33
% per year on each January 1 in years 2022 and 2023. The Company will begin recognizing the expense for any shares awarded on the grant date in the first quarter of 2021, and the shares will be expensed on a straight-line basis over the remaining service period.
Also in the first quarter of 2020, the Committee approved a long-term equity compensation plan for the Company’s executive officers that includes
one
component based on total shareholder return and
one
component based only on continued service as of the vesting dates.
The component of the long-term equity compensation plan based on total shareholder return is subject to bright-line tests that will compare the Company’s total shareholder return to the Nareit Equity Index and to the member companies of the Nareit industrial index. The plan will measure the bright-line tests over the
three
-year period ending December 31, 2022. During the first quarter of 2023, the Committee will measure the Company’s performance for the three-year period against bright-line tests established by the Committee on the grant date of March 6, 2020. The aggregate number of shares to be earned on the measurement date could range from
zero
to
25,261
. These shares would vest
75
% on the date the earned shares are determined in the first quarter of 2023 and
25
% on January 1, 2024. On the grant date of March 6, 2020, the Company began recognizing expense for this plan based on the grant date fair value of the awards which was determined using a simulation pricing model developed to specifically accommodate the unique features of the award.
The component of the long-term equity compensation plan based only on continued service as of the vesting dates was awarded on March 6, 2020. On that date, an aggregate of
7,217
shares were granted to the Company’s executive officers subject only to continued service as of the vesting dates. These shares, which have a grant date fair value of $
131.36
, will vest
25
% in the first quarter of 2021 and
25
%
on each January 1 for the subsequent three years
. The shares are being expensed on a straight-line basis over the remaining service period.
During the second quarter of 2020,
12,300
shares were granted to certain non-executive officers subject only to continued service as of the vesting dates. These shares, which have a grant date fair value of $
105.30
, vested
20
% on January 1, 2021 and will vest
20
% on each January 1 of 2022, 2023, 2024 and 2025. The shares are being expensed on a straight-line basis over the remaining service period.
During the fourth quarter of 2019, the Committee adopted the Equity Award Retirement Policy (the “retirement policy”) which allows for accelerated vesting of unvested shares for retirement-eligible employees (defined as employees who meet certain age and years of service requirements). In order to qualify for accelerated vesting upon retirement, the eligible employees must provide required notification under the retirement policy and must retire from the Company. The Company has adjusted its stock-based compensation expense to accelerate the recognition of expense for retirement-eligible employees.
During the restricted period for awards no longer subject to contingencies, the Company accrues dividends and holds the certificates for the shares; however, the employee can vote the shares. For shares subject to contingencies, dividends are accrued based upon the number of shares expected to be awarded. Share certificates and dividends are delivered to the employee as they vest. As of December 31, 2020, there was $
5,004,000
of unrecognized compensation cost related to unvested
74
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
restricted stock compensation for employees and directors that is expected to be recognized over a weighted average period of
2.7
years.
Following is a summary of the total restricted shares granted, forfeited and delivered (vested) to employees with the related weighted average grant date fair value share prices for 2020, 2019 and 2018. Of the shares that vested in 2020, 2019 and 2018,
36,445
shares,
28,955
shares and
23,824
shares, respectively, were withheld by the Company to satisfy the tax obligations for those employees who elected this option as permitted under the applicable equity plan. As of the grant date, the fair value of shares that were granted during 2020, 2019 and 2018 was $
7,028,000
, $
5,672,000
and $
4,223,000
, respectively. As of the vesting date, the fair value of shares that vested during 2020, 2019 and 2018 was $
11,754,000
, $
6,662,000
and $
5,142,000
, respectively.
| Restricted Stock Activity: | Years Ended December 31, | ||||||||||||||||||||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||||||||||||||||||||
|
Shares
|
Weighted Average
Grant Date Fair Value |
Shares
|
Weighted Average
Grant Date Fair Value |
Shares
|
Weighted Average
Grant Date Fair Value |
||||||||||||||||||||||||||||||
| Unvested at beginning of year |
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||||||||||||||||||
|
Granted
(1)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Forfeited |
(
|
|
(
|
|
|
|
|||||||||||||||||||||||||||||
| Vested |
(
|
|
(
|
|
(
|
|
|||||||||||||||||||||||||||||
| Unvested at end of year |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
(1)
Does not include the restricted shares that may be earned if the performance goals established in 2018 and 2019 for long-term performance and in 2020 for annual and long-term performance are achieved. Depending on the actual level of achievement of the goals at the end of the open performance periods, the number of shares earned could range from
zero
to
109,884
.
Following is a vesting schedule of the total unvested shares as of December 31, 2020:
| Unvested Shares Vesting Schedule | Number of Shares | |||||||
| 2021 |
|
|||||||
| 2022 |
|
|||||||
| 2023 |
|
|||||||
| 2024 |
|
|||||||
| 2025 |
|
|||||||
|
Total Unvested Shares
|
|
|||||||
Directors Equity Awards
The Board of Directors has adopted a policy under the 2013 Equity Plan pursuant to which awards will be made to non-employee Directors. The current policy provides that the Company shall automatically award an annual retainer share award to each non-employee Director who has been elected or reelected as a member of the Board of Directors at the Annual Meeting. The number of shares shall be equal to $
100,000
divided by the fair market value of a share on the date of such election. If a non-employee Director is elected or appointed to the Board of Directors other than at an Annual Meeting of the Company, the annual retainer share award shall be pro rated. The policy also provides that each new non-employee Director appointed or elected will receive an automatic award of restricted shares of Common Stock on the effective date of election or appointment equal to $
25,000
divided by the fair market value of the Company's Common Stock on such date. These restricted shares will vest over a
four
-year period upon the performance of future service as a Director, subject to certain exceptions.
Directors were issued
8,182
shares,
6,384
shares and
8,478
shares of common stock as annual retainer awards for 2020, 2019 and 2018, respectively.
During the third quarter of 2020,
208
shares were granted to a newly elected non-employee Director subject only to continued service as of the vesting date. The shares, which have a grant date fair value of $
120.39
per share, will vest
25
% per year on July 13 in years 2021, 2022, 2023 and 2024. The shares are being expensed on a straight-line basis over the remaining service period.
75
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(12)
COMPREHENSIVE INCOME
Total Comprehensive Income
is comprised of net income plus all other changes in equity from non-owner sources and is presented on the Consolidated Statements of Income and Comprehensive Income.
The components of
Accumulated other comprehensive income (loss)
for 2020, 2019 and 2018 are presented in the Company’s Consolidated Statements of Changes in Equity and are summarized below. See Note 13 for information regarding the Company’s interest rate swaps.
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS): | (In thousands) | ||||||||||||||||
| Balance at beginning of year | $ |
|
|
|
|||||||||||||
| Change in fair value of interest rate swaps - cash flow hedges |
(
|
(
|
|
||||||||||||||
| Balance at end of year | $ |
(
|
|
|
|||||||||||||
(13)
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risk, including interest rate, liquidity and credit risk primarily by managing the amount, sources and duration of its debt funding and, to a limited extent, the use of derivative instruments.
Specifically, the Company has entered into derivative instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative instruments, described below, are used to manage differences in the amount, timing and duration of the Company's known or expected cash payments principally related to certain of the Company's borrowings.
The Company's objective in using interest rate derivatives is to change variable interest rates to fixed interest rates by using interest rate swaps. Interest rate swaps designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the agreements without exchange of the underlying notional amount.
As of December 31, 2020, EastGroup had
five
interest rate swaps outstanding, all of which are used to hedge the variable cash flows associated with unsecured loans. All of the Company's interest rate swaps convert the related loans' LIBOR rate components to effectively fixed interest rates, and the Company has concluded that each of the hedging relationships is highly effective.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges is recorded in
Other comprehensive income (loss)
and is subsequently reclassified into earnings through interest expense as interest payments are made in the period that the hedged forecasted transaction affects earnings.
Amounts reported in
Accumulated
o
ther comprehensive income (loss)
related to derivatives will be reclassified to
Interest expense
as interest payments are made or received on the Company's variable rate debt. The Company estimates that an additional $
4,026,000
will be reclassified from
Accumulated other comprehensive income (loss)
as an increase to
Interest expense
over the next twelve months.
The Company's valuation methodology for over-the-counter (“OTC”) derivatives is to discount cash flows based on Overnight Index Swap (“OIS”) rates. Uncollateralized or partially-collateralized trades are discounted at OIS rates, but include appropriate economic adjustments for funding costs (i.e., a LIBOR-OIS basis adjustment to approximate uncollateralized cost of funds) and credit risk. The Company calculates its derivative values using mid-market prices.
76
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In July 2017, the Financial Conduct Authority (“FCA”) that regulates LIBOR announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. The Alternative Reference Rates Committee (“ARRC”) has proposed that the Secured Overnight Financing Rate (“SOFR”) is the rate that represents best practice as the alternative to USD-LIBOR for use in derivatives and other financial contracts that are currently indexed to USD-LIBOR. ARRC has proposed a paced market transition plan to SOFR from USD-LIBOR and organizations are currently working on industry wide and company specific transition plans as it relates to derivatives and cash markets exposed to USD-LIBOR. In November 2020, the Intercontinental Exchange (“ICE”) Benchmark Administration Limited (“IBA”), the administrator of LIBOR, announced that it would consult on its intention to cease the publication of the one-week and two-month USD LIBOR settings immediately following December 31, 2021, and the remaining USD LIBOR settings immediately following the LIBOR publication on June 30, 2023.
The Company is not able to predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR markets. Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition, uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower than if LIBOR were to remain available in its current form. The Company has material contracts that are indexed to USD-LIBOR and is monitoring this activity and evaluating the related risks.
In March 2020, the FASB issued ASU 2020-04,
Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting
. ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. During 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.
As of December 31, 2020 and 2019, the Company had the following outstanding interest rate derivatives that are designated as cash flow hedges of interest rate risk:
| Interest Rate Derivative | Notional Amount as of December 31, 2020 | Notional Amount as of December 31, 2019 | ||||||||||||
| (In thousands) | ||||||||||||||
| Interest Rate Swap |
$
|
$
|
||||||||||||
| Interest Rate Swap |
$
|
$
|
||||||||||||
| Interest Rate Swap |
|
$
|
||||||||||||
| Interest Rate Swap |
$
|
$
|
||||||||||||
| Interest Rate Swap |
|
$
|
||||||||||||
| Interest Rate Swap |
$
|
$
|
||||||||||||
| Interest Rate Swap |
$
|
|
||||||||||||
The table below presents the fair value of the Company's derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2020 and 2019. See Note 18 for additional information on the fair value of the Company's interest rate swaps.
|
Derivatives
As of December 31, 2020 |
Derivatives
As of December 31, 2019 |
||||||||||||||||||||||
| Balance Sheet Location | Fair Value | Balance Sheet Location | Fair Value | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Derivatives designated as cash flow hedges: | |||||||||||||||||||||||
| Interest rate swap assets | Other assets | $ |
|
Other assets | $ |
|
|||||||||||||||||
| Interest rate swap liabilities | Other liabilities |
|
Other liabilities |
|
|||||||||||||||||||
77
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The table below presents the effect of the Company's derivative financial instruments on the Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2020, 2019 and 2018:
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| DERIVATIVES IN CASH FLOW HEDGING RELATIONSHIPS | |||||||||||||||||
| Interest Rate Swaps: | |||||||||||||||||
|
Amount of income (loss) recognized in
Other comprehensive income (loss)
on derivatives
|
$ |
(
|
(
|
|
|||||||||||||
|
Amount of (income) loss reclassified from
Accumulated other comprehensive income (loss)
into
Interest expense
|
|
(
|
(
|
||||||||||||||
See Note 12 for additional information on the Company's
Accumulated other comprehensive income (loss)
resulting from its interest rate swaps.
Derivative financial agreements expose the Company to credit risk in the event of non-performance by the counterparties under the terms of the interest rate hedge agreements. The Company believes it minimizes the credit risk by transacting with financial institutions the Company regards as credit-worthy.
(14)
EARNINGS PER SHARE
The Company applies ASC 260,
Earnings Per Share
, which requires companies to present basic and diluted EPS.
Reconciliation of the numerators and denominators in the basic and diluted EPS computations is as follows:
| 2020 | 2019 | 2018 | |||||||||||||||
| (In thousands) | |||||||||||||||||
|
BASIC EPS COMPUTATION FOR NET INCOME ATTRIBUTABLE TO
EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS |
|||||||||||||||||
| Numerator – net income attributable to common stockholders | $ |
|
|
|
|||||||||||||
| Denominator – weighted average shares outstanding |
|
|
|
||||||||||||||
|
DILUTED EPS COMPUTATION FOR NET INCOME ATTRIBUTABLE
TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS |
|||||||||||||||||
| Numerator – net income attributable to common stockholders | $ |
|
|
|
|||||||||||||
| Denominator: | |||||||||||||||||
| Weighted average shares outstanding |
|
|
|
||||||||||||||
| Unvested restricted stock |
|
|
|
||||||||||||||
| Total Shares |
|
|
|
||||||||||||||
78
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(15)
QUARTERLY RESULTS OF OPERATIONS – UNAUDITED
| 2020 Quarter Ended | 2019 Quarter Ended | ||||||||||||||||||||||||||||||||||||||||||||||
| Mar 31 | Jun 30 | Sep 30 | Dec 31 | Mar 31 | Jun 30 | Sep 30 | Dec 31 | ||||||||||||||||||||||||||||||||||||||||
| (In thousands, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
| Revenues | $ |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
| Expenses |
(
|
(
|
(
|
(
|
(
|
(
|
(
|
(
|
|||||||||||||||||||||||||||||||||||||||
| Net income |
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
|
Net income attributable to
noncontrolling interest in joint ventures
|
(
|
(
|
(
|
(
|
(
|
|
(
|
(
|
|||||||||||||||||||||||||||||||||||||||
|
Net income attributable to EastGroup
Properties, Inc. common stockholders
|
$ |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
BASIC PER SHARE DATA FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS
(1)
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Net income attributable to common
stockholders
|
$ |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding |
|
|
|
|
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|
|
|||||||||||||||||||||||||||||||||||||||
|
DILUTED PER SHARE DATA FOR NET INCOME ATTRIBUTABLE TO EASTGROUP PROPERTIES, INC. COMMON STOCKHOLDERS
(1)
|
|||||||||||||||||||||||||||||||||||||||||||||||
|
Net income attributable to common
stockholders
|
$ |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
| Weighted average shares outstanding |
|
|
|
|
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|
|
|||||||||||||||||||||||||||||||||||||||
(1)
The above quarterly earnings per share calculations are based on the weighted average number of shares of common stock outstanding during each quarter for basic earnings per share and the weighted average number of outstanding shares of common stock and common stock share equivalents during each quarter for diluted earnings per share. The annual earnings per share calculations in the Consolidated Statements of Income and Comprehensive Income are based on the weighted average number of shares of common stock outstanding during each year for basic earnings per share and the weighted average number of outstanding shares of common stock and common stock share equivalents during each year for diluted earnings per share. The sum of quarterly financial data may vary from the annual data due to rounding.
(16)
DEFINED CONTRIBUTION PLAN
(17)
LEGAL MATTERS
The Company is not presently involved in any material litigation nor, to its knowledge, is any material litigation threatened against the Company or its properties, other than routine litigation arising in the ordinary course of business.
As previously reported in the Company’s annual reports on Form 10-K for the years ended December 31, 2019 and 2018, and the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2020 and 2019, the Company had been involved in pending litigation related to an action against the Company and certain of its officers in connection with the Company’s November 2016 purchase of a land parcel, alleging breach of contract and other claims in law and in equity. The Company asserted numerous affirmative defenses. In an effort to resolve the litigation, EastGroup made an initial settlement offer for $
497,000
, which was reserved in the Company’s financial statements as of December 31, 2018. During the year ended December 31, 2019, the parties came to a mediated resolution of the matter and it was resolved; losses related to the matter are included in
Other
on the Consolidated Statements of Income and Comprehensive Income. Even though the matter was settled, the case was dismissed, and releases exchanged among all parties, the Plaintiff filed an appeal of the
79
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(18)
FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 820,
Fair Value Measurement,
defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also provides guidance for using fair value to measure financial assets and liabilities. The Codification requires disclosure of the level within the fair value hierarchy in which the fair value measurements fall, including measurements using quoted prices in active markets for identical assets or liabilities (Level 1), quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active (Level 2), and significant valuation assumptions that are not readily observable in the market (Level 3).
The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments in accordance with ASC 820
at December 31, 2020 and 2019.
| December 31, | |||||||||||||||||||||||
| 2020 | 2019 | ||||||||||||||||||||||
|
Carrying
Amount
(1)
|
Fair
Value |
Carrying
Amount
(1)
|
Fair
Value |
||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Financial Assets: | |||||||||||||||||||||||
| Cash and cash equivalents | $ |
|
|
|
|
||||||||||||||||||
| Mortgage loans receivable |
|
|
|
|
|||||||||||||||||||
| Interest rate swap assets |
|
|
|
|
|||||||||||||||||||
| Financial Liabilities: | |||||||||||||||||||||||
|
Unsecured bank credit facilities - variable rate
(2)
|
|
|
|
|
|||||||||||||||||||
|
Unsecured debt
(2)
|
|
|
|
|
|||||||||||||||||||
|
Secured debt
(2)
|
|
|
|
|
|||||||||||||||||||
| Interest rate swap liabilities |
|
|
|
|
|||||||||||||||||||
(1)
Carrying amounts shown in the table are included in the Consolidated Balance Sheets under the indicated captions, except as indicated in the notes below.
(2)
Carrying amounts and fair values shown in the table exclude debt issuance costs (see Notes 6 and 7 for additional information).
The following methods and assumptions were used to estimate the fair value of each class of financial instruments:
Cash and cash equivalents:
The carrying amounts approximate fair value due to the short maturity of those instruments.
Mortgage loans receivable (included in Other assets on the Consolidated Balance Sheets):
The fair value is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities (Level 2 input).
Interest rate swap assets (included in Other assets on the Consolidated Balance Sheets):
The instruments are recorded at fair value based on models using inputs, such as interest rate yield curves, LIBOR swap curves and OIS curves, observable for substantially the full term of the contract (Level 2 input). See Note 13 for additional information on the Company's interest rate swaps.
Unsecured bank credit facilities:
The fair value of the Company’s unsecured bank credit facilities is estimated by discounting expected cash flows at current market rates (Level 2 input), excluding the effects of debt issuance costs.
Unsecured debt:
The fair value of the Company’s unsecured debt is estimated by discounting expected cash flows at the rates currently offered to the Company for debt of the same remaining maturities, as advised by the Company’s bankers (Level 2 input), excluding the effects of debt issuance costs.
Secured debt:
The fair value of the Company’s secured debt is estimated by discounting expected cash flows at the rates currently offered to the Company for debt of the same remaining maturities, as advised by the Company’s bankers (Level 2 input), excluding the effects of debt issuance costs.
Interest rate swap liabilities (included in Other liabilities on the Consolidated Balance Sheets):
The instruments are recorded at fair value based on models using inputs, such as interest rate yield curves, LIBOR swap curves and OIS curves, observable for substantially the full term of the contract (Level 2 input). See Note 13 for additional information on the Company's interest rate swaps.
80
EASTGROUP PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(19)
SUBSEQUENT EVENTS
81
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Real Estate Properties (c): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industrial: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| FLORIDA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tampa | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jetport Commerce Park | $ |
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| Westport Commerce Center |
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| Benjamin Distribution Center I & II |
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| Benjamin Distribution Center III |
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| Palm River Center |
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| Palm River North I & III |
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| Palm River North II |
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| Palm River South I |
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| Palm River South II |
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| Walden Distribution Center I |
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| Walden Distribution Center II |
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| Oak Creek Distribution Center I |
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| Oak Creek Distribution Center II |
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| Oak Creek Distribution Center III |
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| Oak Creek Distribution Center IV |
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| Oak Creek Distribution Center V |
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| Oak Creek Distribution Center VI |
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| Oak Creek Distribution Center VII |
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| Oak Creek Distribution Center VIII |
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| Oak Creek Distribution Center IX |
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| Oak Creek Distribution Center A |
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| Oak Creek Distribution Center B |
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| Oak Creek Distribution Center C Land |
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| Airport Commerce Center |
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| Westlake Distribution Center |
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| Expressway Commerce Center I |
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82
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Expressway Commerce Center II |
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| Silo Bend Distribution Center |
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| Tampa East Distribution Center |
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| Tampa West Distribution Center |
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| Madison Distribution Center |
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| Madison Distribution Center II & III |
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| Madison Distribution Center IV & V |
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| Grand Oaks 75 Business Center I |
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| Grand Oaks 75 Business Center II |
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| Orlando | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chancellor Center |
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| Exchange Distribution Center I |
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| Exchange Distribution Center II |
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| Exchange Distribution Center III |
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| Sunbelt Distribution Center |
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| John Young Commerce Center I |
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| John Young Commerce Center II |
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| Sunport Center I |
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| Sunport Center II |
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| Sunport Center III |
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| Sunport Center IV |
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| Sunport Center V |
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| Sunport Center VI |
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| Southridge Commerce Park I |
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| Southridge Commerce Park II |
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| Southridge Commerce Park III |
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| Southridge Commerce Park IV (f) |
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| Southridge Commerce Park V (f) |
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| Southridge Commerce Park VI |
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| Southridge Commerce Park VII |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
83
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southridge Commerce Park VIII |
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| Southridge Commerce Park IX |
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| Southridge Commerce Park X |
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| Southridge Commerce Park XI |
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| Southridge Commerce Park XII |
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| Horizon Commerce Park I |
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| Horizon Commerce Park II |
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| Horizon Commerce Park III |
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| Horizon Commerce Park IV |
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| Horizon Commerce Park V |
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| Horizon Commerce Park VI |
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| Horizon Commerce Park VII |
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| Horizon Commerce Park VIII & IX |
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| Horizon Commerce Park X |
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| Horizon Commerce Park XI |
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| Horizon Commerce Park XII |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jacksonville | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deerwood Distribution Center |
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| Phillips Distribution Center |
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| Lake Pointe Business Park |
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| Ellis Distribution Center |
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| Westside Distribution Center |
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| Beach Commerce Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interstate Distribution Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Flagler Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ft. Lauderdale/Palm Beach area | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Linpro Commerce Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cypress Creek Business Park |
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| Lockhart Distribution Center |
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| Interstate Commerce Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Executive Airport Distribution Ctr |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
84
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sample 95 Business Park |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Blue Heron Distribution Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Blue Heron Distribution Center II |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Blue Heron Distribution Center III |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Weston Commerce Park |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ft. Myers | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
SunCoast Commerce Center I
|
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| SunCoast Commerce Center II |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| SunCoast Commerce Center III |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| SunCoast Commerce Center IV |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| SunCoast Commerce Center V |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| SunCoast Commerce Center VI |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| SunCoast Commerce Center VIII |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Miami | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gateway Commerce Park 1 |
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|
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| Gateway Commerce Park 5 |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| CALIFORNIA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Francisco area | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Wiegman Distribution Center I
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Wiegman Distribution Center II
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Huntwood Distribution Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Clemente Distribution Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Yosemite Distribution Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Los Angeles area | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eucalyptus Distribution Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kingsview Industrial Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dominguez Distribution Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Main Street Distribution Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Walnut Business Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Washington Distribution Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
85
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chino Distribution Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ramona Distribution Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industry Distribution Center I |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Industry Distribution Center III |
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|
(
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chestnut Business Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Los Angeles Corporate Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fresno | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Shaw Commerce Center
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| San Diego | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Eastlake Distribution Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Miramar Land |
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| Ocean View Corporate Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Otay Mesa Land |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rocky Point Distribution Center I |
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|
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| Rocky Point Distribution Center II |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Siempre Viva Distribution Center I |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Siempre Viva Distribution Center II |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| TEXAS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dallas | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Allen Station 1 & 2 |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Arlington Tech Centre 1 & 2 |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interstate Warehouse I & II (e) |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interstate Warehouse III (e) |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interstate Warehouse IV |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interstate Warehouse V, VI, & VII (f) |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Logistics Center 6 & 7 |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Venture Warehouses (e) |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| ParkView Commerce Center 1-3 |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shady Trail Distribution Center |
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| Valwood Distribution Center |
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86
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Northfield Distribution Center |
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| Parc North 1-4 |
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| Parc North 5 |
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| Parc North 6 |
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| CreekView 121 1 & 2 |
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| CreekView 121 3 & 4 |
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| CreekView 121 5 & 6 |
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| The Rock at Star Business Park |
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| Houston | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| World Houston Int'l Business Ctr 1 & 2 |
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| World Houston Int'l Business Ctr 3 & 4 (e) |
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| World Houston Int'l Business Ctr 6 (e) |
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| World Houston Int'l Business Ctr 7 & 8 (e) |
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| World Houston Int'l Business Ctr 9 (e) |
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| World Houston Int'l Business Ctr 10 |
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| World Houston Int'l Business Ctr 11 |
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| World Houston Int'l Business Ctr 12 |
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| World Houston Int'l Business Ctr 13 |
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| World Houston Int'l Business Ctr 14 |
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| World Houston Int'l Business Ctr 15 |
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| World Houston Int'l Business Ctr 16 |
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| World Houston Int'l Business Ctr 17 |
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| World Houston Int'l Business Ctr 19 |
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| World Houston Int'l Business Ctr 20 |
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| World Houston Int'l Business Ctr 21 |
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| World Houston Int'l Business Ctr 22 |
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| World Houston Int'l Business Ctr 23 |
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| World Houston Int'l Business Ctr 24 |
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| World Houston Int'l Business Ctr 25 |
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| World Houston Int'l Business Ctr 26 |
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87
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| World Houston Int'l Business Ctr 27 |
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| World Houston Int'l Business Ctr 28 |
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| World Houston Int'l Business Ctr 29 |
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| World Houston Int'l Business Ctr 30 |
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| World Houston Int'l Business Ctr 31A |
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| World Houston Int'l Business Ctr 31B |
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| World Houston Int'l Business Ctr 32 (f) |
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| World Houston Int'l Business Ctr 33 |
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| World Houston Int'l Business Ctr 34 |
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| World Houston Int'l Business Ctr 35 |
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| World Houston Int'l Business Ctr 36 |
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| World Houston Int'l Business Ctr 37 |
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| World Houston Int'l Business Ctr 38 |
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| World Houston Int'l Business Ctr 39 |
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| World Houston Int'l Business Ctr 40 |
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| World Houston Int'l Business Ctr 41 |
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| World Houston Int'l Business Ctr 42 |
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| World Houston Int'l Business Ctr 43 |
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| World Houston Int'l Business Ctr 45 |
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| Glenmont Business Park |
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| Beltway Crossing Business Park I |
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| Beltway Crossing Business Park II |
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| Beltway Crossing Business Park III |
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| Beltway Crossing Business Park IV |
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| Beltway Crossing Business Park V |
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| Beltway Crossing Business Park VI (f) |
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| Beltway Crossing Business Park VII (f) |
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| Beltway Crossing Business Park VIII |
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| Beltway Crossing Business Park IX |
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| Beltway Crossing Business Park X |
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88
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Beltway Crossing Business Park XI |
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| West Road Business Park I |
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| West Road Business Park II |
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| West Road Business Park III |
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| West Road Business Park IV |
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| West Road Business Park V |
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| Ten West Crossing 1 |
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| Ten West Crossing 2 |
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| Ten West Crossing 3 |
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| Ten West Crossing 4 |
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| Ten West Crossing 5 |
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| Ten West Crossing 6 |
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| Ten West Crossing 7 |
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| Ten West Crossing 8 |
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| El Paso | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Butterfield Trail
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| Rojas Commerce Park (e) |
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| Americas Ten Business Center I |
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| San Antonio | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Alamo Downs Distribution Center |
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| Arion Business Park 1-13, 15 |
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| Arion Business Park 14 |
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| Arion Business Park 16 |
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| Arion Business Park 17 |
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| Arion Business Park 18 (f) |
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| Wetmore Business Center 1-4 |
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| Wetmore Business Center 5 |
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| Wetmore Business Center 6 |
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| Wetmore Business Center 7 |
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| Wetmore Business Center 8 |
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| Fairgrounds Business Park |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
89
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rittiman Distribution Center |
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| Thousand Oaks Distribution Center 1 |
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| Thousand Oaks Distribution Center 2 |
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| Thousand Oaks Distribution Center 3 |
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| Thousand Oaks Distribution Center 4 |
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| Alamo Ridge Business Park I |
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| Alamo Ridge Business Park II |
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| Alamo Ridge Business Park III |
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| Alamo Ridge Business Park IV |
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| Eisenhauer Point Business Park 1 & 2 |
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| Eisenhauer Point Business Park 3 |
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| Eisenhauer Point Business Park 4 |
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| Eisenhauer Point Business Park 5 |
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| Eisenhauer Point Business Park 6 |
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| Eisenhauer Point Business Park 7 & 8 |
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| Eisenhauer Point Business Park 9 |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tri-County Crossing 1 & 2 |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Austin | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Colorado Crossing Distribution Center (e) |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Greenhill Distribution Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlers Crossing 1 |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlers Crossing 2 |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southpark Corporate Center 3 & 4 |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southpark Corporate Center 5-7 |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Springdale Business Center |
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| Wells Point One |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| ARIZONA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Phoenix area | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Broadway Industrial Park I |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Broadway Industrial Park II |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
90
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Broadway Industrial Park III |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Broadway Industrial Park IV |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Broadway Industrial Park V |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Broadway Industrial Park VI |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Broadway Industrial Park VII |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kyrene Distribution Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Falcon Field Business Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southpark Distribution Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Santan 10 Distribution Center I |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Santan 10 Distribution Center II |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Chandler Freeways |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kyrene 202 Business Park I |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kyrene 202 Business Park II |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kyrene 202 Business Park III, IV, & V |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Kyrene 202 Business Park VI |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Metro Business Park |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| 51st Avenue Distribution Center |
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| East University Distribution Center I and II |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| East University Distribution Center III |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| 55th Avenue Distribution Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interstate Commons Distribution Center I |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interstate Commons Distribution Center III |
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| Airport Commons Distribution Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| 40th Avenue Distribution Center |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sky Harbor Business Park |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sky Harbor Business Park 6 |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ten Sky Harbor Business Center |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tucson | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Country Club Commerce Center I
|
|
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Country Club Commerce Center II |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
91
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Country Club Commerce Center III & IV |
|
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Country Club Commerce Center V |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Airport Distribution Center |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Benan Distribution Center |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| NORTH CAROLINA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Charlotte area | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| NorthPark Business Park |
|
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lindbergh Business Park |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commerce Park Center I |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commerce Park Center II (f) |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commerce Park Center III (f) |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nations Ford Business Park |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| Airport Commerce Center |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Airport Commerce Center III |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interchange Park I |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interchange Park II |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ridge Creek Distribution Center I |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ridge Creek Distribution Center II (f) |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ridge Creek Distribution Center III |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Lakeview Business Center (f) |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Steele Creek Commerce Park I (e) |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Steele Creek Commerce Park II (e) |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Steele Creek Commerce Park III |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Steele Creek Commerce Park IV |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Steele Creek Commerce Park V |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Steele Creek Commerce Park VI |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Steele Creek Commerce Park VII |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Steele Creek Commerce Park IX |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Waterford Distribution Center |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
92
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SOUTH CAROLINA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Greenville | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 385 Business Park |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| GEORGIA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Atlanta | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shiloh 400 Business Center I & II |
|
|
|
|
|
|
|
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|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Broadmoor Commerce Park I |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Broadmoor Commerce Park II |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gwinnett 316 |
|
|
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|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hurricane Shoals I & II |
|
|
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|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Progress Center I & II |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cherokee 75 Business Center I |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| LOUISIANA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New Orleans | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Elmwood Business Park
|
|
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Riverbend Business Park |
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| COLORADO | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Denver | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Airways Business Center |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rampart Distribution Center I |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rampart Distribution Center II |
|
|
|
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rampart Distribution Center III |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rampart Distribution Center IV |
|
|
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|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Concord Distribution Center (f) |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Centennial Park |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| NEVADA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Las Vegas | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Arville Distribution Center |
|
|
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jones Corporate Park |
|
|
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Southwest Commerce Center |
|
|
|
|
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|
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|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| MISSISSIPPI | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Jackson area | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Interchange Business Park |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
| Tower Automotive |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||||||||||||||
93
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Metro Airport Commerce Center I |
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||||||||||||||||||||||||||||||||||||||||||||||||||||
| RIGHT OF USE ASSETS, NET - GROUND LEASES (OPERATING) | — | — | — | — | — | — |
|
— | n/a | n/a | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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94
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Development and Value-Add Properties (d): | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CALIFORNIA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Rancho Distribution Center |
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| FLORIDA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Suncoast Commerce Center 7 |
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| Suncoast Commerce Center Land |
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| Gateway Commerce Park 4 |
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| Gateway Commerce Park Land |
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| Horizon Commerce Park Land |
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| Horizon West Land |
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| Grand Oaks 75 Land |
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| Oak Creek Distribution Center Land |
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| TEXAS | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Arlington Tech Centre Land |
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| Basswood 1 & 2 |
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| Basswood Land |
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| CreekView 121 7 & 8 |
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| CreekView Phase 3 Land |
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| LakePort 2499 |
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| LakePort 2499 Land |
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| McKinney Land |
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| Grand West Crossing Land |
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| Lee Road Land |
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| Northwest Crossing 1-3 |
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| World Houston Int'l Business Ctr 44 |
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| World Houston Int'l Business Ctr land - 2011 expansion |
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| World Houston Int'l Business Ctr land - 2015 expansion |
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| Americas Ten 2 Land |
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Ridgeview 1 & 2
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Ridgeview Land
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Tri-County Crossing 3 and 4
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Tri-County Crossing Land
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Settlers Crossing 3 & 4
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95
| SCHEDULE III | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| REAL ESTATE PROPERTIES AND ACCUMULATED DEPRECIATION | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
DECEMBER 31, 2020
(In thousands, except footnotes)
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Description | Encumbrances | Initial Cost to the Company |
Costs
Capitalized Subsequent to Acquisition |
Gross Amount Carried at Close of Period | Accumulated Depreciation | Year Acquired | Year Constructed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Land | Buildings and Improvements | Land | Buildings and Improvements | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ARIZONA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Gilbert Crossroads A & B |
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| Gilbert Crossroads C & D |
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| Interstate Commons Distribution Center II |
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| NORTH CAROLINA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Steele Creek Commerce Park X |
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| Steele Creek Commerce Park Land |
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| GEORGIA | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Hurricane Shoals 3 |
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| Blairs Bridge Land |
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| MISSISSIPPI | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Metro Airport Commerce Center II land
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|||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total real estate owned (a)(b) | $ |
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|
See accompanying Report of Independent Registered Public Accounting Firm
.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
96
(a)
Changes in
Real Estate Properties
and
Development and Value-Add Properties
follow:
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Balance at beginning of year | $ |
|
|
|
|||||||||||||
| Purchases of real estate properties |
|
|
|
||||||||||||||
| Development of real estate properties and value-add properties |
|
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|
||||||||||||||
| Improvements to real estate properties |
|
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|
||||||||||||||
| Right-of-use assets, net – ground leases |
(
|
|
|
||||||||||||||
| Carrying amount of investments sold |
(
|
(
|
(
|
||||||||||||||
| Write-off of improvements |
(
|
(
|
(
|
||||||||||||||
|
Balance at end of year
(1)
|
$ |
|
|
|
|||||||||||||
(1)
Includes noncontrolling interest in joint ventures of $
852,000
and $
3,148,000
at December 31, 2020 and 2019, respectively.
Changes in the accumulated depreciation on real estate properties follow:
| Years Ended December 31, | |||||||||||||||||
| 2020 | 2019 | 2018 | |||||||||||||||
| (In thousands) | |||||||||||||||||
| Balance at beginning of year | $ |
|
|
|
|||||||||||||
| Depreciation expense |
|
|
|
||||||||||||||
| Accumulated depreciation on assets sold |
(
|
(
|
(
|
||||||||||||||
| Other |
(
|
(
|
(
|
||||||||||||||
| Balance at end of year | $ |
|
|
|
|||||||||||||
(b)
The estimated aggregate cost of real estate properties at December 31, 2020 for federal income tax purposes was approximately $
3,464,143,000
before estimated accumulated tax depreciation of $
688,740,000
. The federal income tax return for the year ended December 31, 2020, has not been filed and accordingly, this estimate is based on preliminary data.
(c)
The Company computes depreciation using the straight-line method over the estimated useful lives of the buildings (generally
40
years) and improvements (generally
3
to
15
years).
(d)
The Company transfers properties from the development and value-add program to
Real estate properties
as follows: (i) for development properties, at the earlier of
90
% occupancy or one year after completion of the shell construction, and (ii) for value-add properties, at the earlier of
90
% occupancy or one year after acquisition. Upon the earlier of
90
% occupancy or one year after completion of the shell construction, capitalization of development costs, including interest expense, property taxes and internal personnel costs, ceases and depreciation commences on the entire property (excluding the land).
(e)
EastGroup has a $
41,610,000
non-recourse first mortgage loan with an insurance company secured by Colorado Crossing, Interstate I-III, Rojas, Steele Creek 1 & 2, Venture and World Houston 3-4 and 6-9.
(f)
EastGroup has a $
35,220,000
non-recourse first mortgage loan with an insurance company secured by Arion 18, Beltway Crossing VI & VII, Commerce Park II & III, Concord, Interstate V-VII, Lakeview, Ridge Creek II, Southridge IV & V and World Houston 32.
97
ITEM 16. FORM 10-K SUMMARY.
None.
98
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| EASTGROUP PROPERTIES, INC. | ||||||||
| By: /s/ MARSHALL A. LOEB | ||||||||
| Marshall A. Loeb, Chief Executive Officer, President and Director | ||||||||
| February 17, 2021 | ||||||||
We, the undersigned officers and directors of EastGroup Properties, Inc., hereby severally constitute and appoint Brent W. Wood as our true and lawful attorney, with full power to sign for us and in our names in the capacities indicated below, any and all amendments to this Annual Report on Form 10-K and generally to do all such things in our name and behalf in such capacity to enable EastGroup Properties, Inc. to comply with the applicable provisions of the Securities Exchange Act of 1934, as amended, and we hereby ratify and confirm our signatures as they may be signed by our said attorney to any and all such amendments.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| /s/ D. Pike Aloian | /s/ H. C. Bailey, Jr. | |||||||
| D. Pike Aloian, Director | H. C. Bailey, Jr., Director | |||||||
| February 17, 2021 | February 17, 2021 | |||||||
| /s/ H. Eric Bolton, Jr. | /s/ Donald F. Colleran | |||||||
| H. Eric Bolton, Jr., Director | Donald F. Colleran, Director | |||||||
| February 17, 2021 | February 17, 2021 | |||||||
| /s/ Hayden C. Eaves III | /s/ Mary Elizabeth McCormick | |||||||
| Hayden C. Eaves III, Director | Mary Elizabeth McCormick, Director | |||||||
| February 17, 2021 | February 17, 2021 | |||||||
| /s/ Katherine M. Sandstrom | /s/ David H. Hoster II | |||||||
| Katherine M. Sandstrom, Director | David H. Hoster II, Chairman of the Board | |||||||
| February 17, 2021 | February 17, 2021 | |||||||
99
| /s/ MARSHALL A. LOEB | |||||
| Marshall A. Loeb, Chief Executive Officer, | |||||
| President and Director | |||||
| (Principal Executive Officer) | |||||
| February 17, 2021 | |||||
| /s/ STACI H. TYLER | |||||
| Staci H. Tyler, Senior Vice-President, Chief Accounting Officer | |||||
| and Secretary | |||||
| (Principal Accounting Officer) | |||||
| February 17, 2021 | |||||
| /s/ BRENT W. WOOD | |||||
| Brent W. Wood, Executive Vice-President, | |||||
| Chief Financial Officer and Treasurer | |||||
| (Principal Financial Officer) | |||||
| February 17, 2021 | |||||
100